Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be subject to the following conditions precedent: (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 All provisions of this Sixth Amendment shall be subject to effective upon satisfaction of, or completion of, the following conditions precedentfollowing: (a) Borrower, the Administrative Agent and shall have received evidence satisfactory to it that the LendersBorrower shall have received no less than $150,000,000 in Net Cash Proceeds from the issuance of the 2017 Senior Convertible Notes (after taking into account the amount of any Equity Interest Repurchases made with any proceeds from such issuance), which constitute the Majority Lenders, Net Cash Proceeds shall have duly executed and delivered this Amendment be concurrently applied as required pursuant to Section 13.04 2.05(a)(ii) of the Loan Credit Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement Administrative Agent shall have occurred and be continuingreceived counterparts of this Sixth Amendment executed by Lenders comprising the Required Lenders; (c) Borrower and the Administrative Agent shall have duly received counterparts of this Sixth Amendment executed by the Borrower and delivered that certain Amendment to Fee Letteracknowledged by each Guarantor; (d) Borrower the representations and warranties set forth in Section 2 of this Sixth Amendment shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B be true and duly executed by Borrowercorrect; (e) Borrower the Administrative Agent shall have delivered received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require; (f) all fees and expenses of Xxxxxxxx PC, counsel to the Administrative Agent, for the Lenders, new Warrants, shall have been paid in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)immediately available funds; and (fg) Borrower the Administrative Agent shall have paid or reimbursed Administrative Agent received in immediately available funds for the account of each Lender executing this Sixth Amendment an amount equal to the product of (a) 0.10% and (b) the Lenders for their reasonable out sum of pocket costs and expenses (including i) the reasonable fees and expenses amount of Administrative Agenteach Lender’s and Revolving Commitment after giving effect to the Lenders’ legal counsel) incurred in connection with this Amendment reduction thereof pursuant to Section 13.03(a)(i)(zthis Sixth Amendment plus (ii) the outstanding principal amount of the Term Loan Agreementowed to each Lender after giving effect to any prepayment of the Term Loans with the proceeds of the 2017 Senior Convertible Notes referenced in Section 3(a) above.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of Section 2 the date first above written when, and only when, the Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders and the Agent shall be subject have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the following conditions precedentAgent: (a) Borrower, Administrative Agent Certified copies of (i) the resolutions of the Board of Directors of the Company approving this Amendment and the Lendersmatters contemplated hereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, which constitute the Majority Lendersif any, shall have duly executed and delivered with respect to this Amendment pursuant to Section 13.04 of and the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;matters contemplated hereby and thereby. (b) no Default A certificate of the Secretary or Event an Assistant Secretary of Default (in each case subject the Company certifying the names and true signatures of the officers of the Company authorized to any cure period provided under sign this Amendment and the Loan Agreement) under the Loan Agreement shall have occurred and other documents to be continuing;delivered hereunder. (c) Borrower Favorable opinions of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Initial Borrower, and Administrative Agent shall have duly executed (B) Xxx X. Xxx, General Counsel of the Company, substantially in the form of Exhibits D-1 and delivered that certain Amendment D-2 to Fee Letter;the Credit Agreement, respectively. (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to A certificate signed by a duly authorized officer of the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;Company stating that: (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material The representations and warranties contained in Section 3 of this Amendment and in Section 4.01 of the Credit Agreement are correct on and as of the date of such certificate as though made on and as of such date (ii) would be competitively harmful if publicly disclosed. (for except to the extent such number representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true on and as of shares such earlier date), before and after giving effect to this Amendment, as indicated opposite each Holder’s (though made on and as defined in each of such Warrant) name on Schedule I attached hereto)date; and (fii) Borrower shall have paid or reimbursed Administrative Agent No event has occurred and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementis continuing that constitutes a Default.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of Section 2 the date first above written when, and only when (x) the Agent shall have received counterparts of this Amendment shall be subject executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment, (y) the Borrower shall have paid to the Agent for the account of each of the Lenders that has approved this Amendment a fee equal to 0.075% of the Commitments of such Lenders and (z) the Agent shall have additionally received all of the following conditions precedentdocuments, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) Borrower, Administrative Agent Certified copies of (i) the resolutions of the Board of Directors of the Borrower approving this Amendment and the LendersCollateral Documents (as hereinafter defined) to which it is or is to be a party, which constitute and the Majority Lendersmatters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, shall have duly executed and delivered if any, with respect to this Amendment pursuant to Section 13.04 of Amendment, the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;Documents and the matters contemplated hereby and thereby. (b) no Default A certificate of the Secretary or Event an Assistant Secretary of Default (in each case subject the Borrower certifying the names and true signatures of the officers of the Borrower authorized to any cure period provided under sign this Amendment and the Loan Agreement) under Documents to which they are or are to be a party and the Loan Agreement shall have occurred other documents to be delivered hereunder and be continuing;thereunder. (c) Borrower A favorable opinion of corporate counsel for the Borrower, in substantially the form of Exhibit A, hereto and Administrative as to such other matters as any Lender through the Agent shall have duly executed and delivered that certain Amendment to Fee Letter;may reasonably request. (d) A certificate signed by a duly authorized officer of the Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;stating that: (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not The representations and warranties contained in Section 3 are correct in all material respects on and (ii) would be competitively harmful if publicly disclosed. (for as of the date of such number certificate as though made on and as of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)date; and (fii) Borrower shall have paid or reimbursed Administrative Agent No event has occurred and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementis continuing that constitutes a Default.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of Section 2 the date first above written (the “Amendment Effective Date”) when, and only when, the Paying Agent shall have received counterparts of this Amendment shall be subject executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Paying Agent that such Lender has executed this Amendment and the Paying Agent shall have additionally received all of the following conditions precedentdocuments, each such document (unless otherwise specified) dated the date of receipt thereof by the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Paying Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) A certificate signed by a duly authorized officer of the Borrower, Administrative Agent dated the Amendment Effective Date, stating that: (i) The representations and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to warranties contained in Section 13.04 4.01 of the Loan Credit Agreement, as amended hereby, are correct on and as of the Amendment Effective Date; provided, however, and (ii) No event has occurred and is continuing that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedconstitutes a Default; (b) no Default or Event of Default (in The Consent attached hereto, duly executed by each case subject to any cure period provided under Guarantor existing on the Loan Agreement) under the Loan Agreement shall have occurred and be continuingAmendment Effective Date; (c) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and Administrative Agent shall have duly executed of all documents evidencing other necessary corporate action and delivered that certain governmental approvals, if any, with respect to this Amendment to Fee Letterand the other Loan Documents; (d) A certificate of the Secretary or an Assistant Secretary of the Borrower shall have certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;hereunder or thereunder; and (e) Borrower shall have delivered to Administrative AgentA favorable opinion of Xxxx X. Xxxxxxx, Senior Vice President, Secretary and General Counsel for the LendersBorrower, new Warrants, in each case substantially in the form attached hereto as of Exhibit C to the Credit Agreement and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for as to such number of shares other matters as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative any Lender through the Paying Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementmay reasonably request.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to the following conditions precedent: (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 become effective as of the Loan Agreement; provideddate first above written when, howeverand only when, that this Amendment shall have no binding force on or effect unless all conditions set forth in this Section 3 have been satisfied; before December 31, 2004 (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under "Effective Date"), the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly received: (i) counterparts of this Amendment executed by the Borrower and delivered the Required Banks or, as to any of the Banks, advice satisfactory to the Administrative Agent that certain Amendment to Fee Lettersuch Bank has executed this Amendment; and counterparts of the Master Agreement executed by the parties thereto; (dii) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior (a) an opinion of Peter Beshar, Esq., General Counsel of the Borrower, substanxxxxxx xx xxe form of Exhibit A-1 hereto, and covering such additional matters relating to the date hereof that reduce transactions contemplated hereby as the Exercise Price Required Banks may reasonably request; (as defined in each such Warrant)b) an opinion of Frank McNamara, in each case Esq., General Counsel of Putnam Investments Xxxxx, xxxxxxxtially in the form attached hereto of Exhibxx X-0 hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and (c) an opinion of Davis Polk & Wardwell, special counsel for the Borrower, in xxxxxxxxxxxxx xxx xxxm of Exhibit B and duly executed by BorrowerA-3, hereto; (eiii) Borrower shall have delivered evidence satisfactory to the Administrative Agent, for Agent that the Lenders, new Warrants, in each case in Commitments under (and as defined in) the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material Credit Agreement [364 Day] dated as of July 7, 2004 (as amended, supplemented or otherwise modified) among the Borrower, the banks and other financial institutions party thereto and Bank of America, N.A., as administrative agent, and (ii) would be competitively harmful if publicly disclosed. the Credit Agreement [364 Day] dated as of June 9, 2004 (for such number as amended, supplemented or otherwise modified) among the Borrower, the banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as administrative agent, have been terminated and the loans thereunder have been (together will all interest and related fees) paid in cash in full; (iv) evidence satisfactory to the Administrative Agent that (a) the amendment to the Other Revolving Credit Agreement, (b) the Term Loan Agreement and (c) the Master Agreement have each become effective; (v) the following corporate documents of shares each of the Borrower and each Guarantor listed in clause (a) of the definition thereof, each certified as indicated opposite below: (A) a copy of the certificate of incorporation, as amended and in effect, certified as of a recent date by the Secretary of State of its jurisdiction of incorporation, and a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by each Holder’s of the Loan Parties; (as defined in B) a certificate of the Secretary or an Assistant Secretary of each such WarrantLoan Party, dated the Effective Date and certifying (A) name that attached thereto is a true and complete copy of the by-laws of such Loan Party, as in effect on Schedule I the Effective Date, (B) that attached heretothereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Amendment and the other Loan Documents, and such other documents to which such Loan Party is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of such Loan Party has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Amendment (in the case of the Borrower) and each of the other documents to which such Loan Party is intended to be a party and each other document to be delivered by such Loan Party from time to time in connection herewith or therewith (and the Administrative Agent and each Bank may conclusively rely on each such certificate until it receives notice in writing from the applicable Loan Party); and (fC) Borrower shall have paid a certificate of another officer of each such Loan Party as to the incumbency and specimen signature of the Secretary or reimbursed Administrative Agent Assistant Secretary, as the case may be; (vi) a certificate of a senior officer of the Borrower, dated the Effective Date, to the effect set forth in Sections 3.2(d) and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(ze) of the Loan AgreementCredit Agreement as amended hereby; (vii) a Subsidiary Guaranty duly executed by each Guarantor listed in clause (a) of the definition thereof; and (viii) such other documents as the Administrative Agent or any Bank or special counsel to the Administrative Agent may reasonably request.

Conditions of Effectiveness. The effectiveness of Section 2 of this This First Amendment shall be effective as of the date first above written, subject to the following conditions precedentfollowing: (a) Borrower, The Administrative Agent and the Lenders, which constitute the Majority Lenders, Lender shall have duly received counterparts of this First Amendment executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedby each Lender; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement The Administrative Lender shall have occurred received counterparts of this First Amendment executed by the Borrower and be continuingby each Guarantor; (c) Borrower and The Administrative Agent Lender shall have duly received a Subsidiary Guaranty executed and delivered that certain Amendment to Fee Letterby Dataflex; (d) The Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior pledged to the date hereof that reduce Administrative Lender, for the Exercise Price (benefit of the Lenders, as defined in each such Warrant)additional security for the Obligations, in each case in all of the form attached hereto as Exhibit B issued and duly executed by Borroweroutstanding capital stock and other indicia of ownership, whether now existing or hereafter arising, of the Acquisition Subsidiary, pursuant to documentation acceptable to the Administrative Lender; (e) Borrower The Administrative Lender shall have delivered received the Replacement Notes, executed by the Borrower; (f) The Administrative Lender shall have received indorsement(s), in form and substance acceptable to the Administrative AgentLender, for to the existing mortgagee title policy in favor of the Administrative Lender and the Lenders, new Warrantscovering the Borrower's Corporate Headquarters, confirming that the Lien in favor of the Administrative Lender and the Lenders, and such existing mortgagee title policy, with respect to the Borrower's Corporate Headquarters cover the Replacement Facility B Notes and that neither such Lien nor such mortgagee title policy are adversely affected by the execution and delivery of such Replacement Facility B Notes; (g) Prior to the consummation of the transactions contemplated by the Dataflex Acquisition Documents, the Administrative Lender shall have received such corporate resolutions, opinions, certificates and other information, documents and papers as the Administrative Lender shall have reasonably requested, in each case in the form attached hereto as Exhibit C and duly case, executed by Borrower [****]= Certain confidential information contained all necessary or appropriate parties and in this document, marked by brackets, has been omitted because it is both (i) not material form and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)substance acceptable to the Administrative Lender; and (fh) Borrower The transactions contemplated by the Dataflex Acquisition Documents shall have paid or reimbursed Administrative Agent been consummated in accordance with the terms and provisions of the Lenders for their reasonable out of pocket costs and expenses (including Dataflex Acquisition Documents, to the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) satisfaction of the Loan AgreementAdministrative Lender.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Fifth Amendment shall not be subject to effective until the date each of the following conditions precedentprecedent has been satisfied: (a) the Administrative Agent has received a counterpart of this Fifth Amendment (which may be by telecopy or other electronic transmission) executed by the Borrower, the MLP, the other Loan Parties, the Administrative Agent Agent, and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) the Administrative Agent has received an amended and restated promissory note payable to each Lender that has previously requested a promissory note, as applicable, or that is requesting a promissory note pursuant to Section 2.09(a) of the Credit Agreement in the amount of such Lender’s Commitment as indicated on Schedule 2.01 to the Credit Agreement (as amended hereby); provided that each such Lender receiving a replacement promissory note hereby agrees to return its existing original promissory note to the Borrower promptly after receiving such replacement promissory note; (c) the Administrative Agent has received (i) a certificate of each Loan Party, dated as of the Fifth Amendment Effective Date and executed by an appropriate officer, which shall (A) certify the resolutions or other action authorizing the execution, delivery and performance of this Fifth Amendment and (B) certify that certain documents previously delivered to the Administrative Agent are in full force and effect as of the Fifth Amendment Effective Date or contain appropriate attachments, including the certificate or articles of incorporation or organization or equivalent constitutional documents of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, and incumbency certificates, (ii) a good standing certificate for each Loan Party from its jurisdiction of incorporation or organization as of a recent date, and (iii) a certificate from the chief financial officer of the Borrower and the MLP (in form and substance reasonably satisfactory to the Administrative Agent, Xxxxx Fargo Securities, LLC and RBC Capital Markets (Xxxxx Fargo Securities, LLC and RBC Capital Markets, together, the “Arrangers”)) certifying that, after giving pro forma effect to this Fifth Amendment, the MLP, the Borrower and their subsidiaries (on a consolidated basis) are solvent; (d) the Administrative Agent has received opinions of (i) Xxxxx Xxxxx L.L.P., counsel to the Loan Parties and (ii) local counsel in each jurisdiction applicable to the transactions contemplated by this Fifth Amendment and as reasonably requested by the Administrative Agent, in each case in form and substance acceptable to the Administrative Agent and its counsel; (e) all governmental and third party consents to the transactions contemplated hereby, the obtaining of which is a condition to the MLP’s, the Borrower’s or their affiliates’ funding obligations under the Credit Agreement, have been obtained and shall be in full force and effect; (f) the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of such date (unless such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) no Default or Event of Default (in each case subject to any cure period provided has occurred and is continuing under the Loan AgreementCredit Agreement as of such date, (iii) since December 31, 2015, there has been no event or circumstance that has or could reasonably be expected to have a Material Adverse Effect, (iv) there is no litigation, investigation or proceeding known to and affecting the Borrower or any affiliate for which the Borrower is required to give notice under the Loan Agreement shall Credit Agreement, and (v) no action, suit, investigation or proceeding is pending or, to the knowledge of such officer, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP’s general partner, or any of their respective properties that could reasonably be expected to have occurred and be continuinga Material Adverse Effect; (cg) the Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both paid (i) not material fees to the Arrangers, the Administrative Agent (on behalf of itself and the Lenders) and other fees and expenses due and payable pursuant to any fee letters applicable to this Fifth Amendment between the Borrower and the Arrangers and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the LendersArrangers’ reasonable legal counselfees and expenses to the extent invoiced prior to closing; (h) incurred the Borrower has (i) delivered an amendment to each applicable Mortgage to extend the maturity date described therein and (ii) paid funds sufficient to pay any filing or recording tax or fee in connection with the filing of such amendments to the applicable Mortgages, or has made arrangements satisfactory to the Administrative Agent and the Arrangers for payment of such amounts; (i) the Administrative Agent shall have received (on behalf of the Exiting Lenders) funds necessary to pay all principal, interest, fees and other charges owed to the Exiting Lenders under the Loan Documents; and (j) the Administrative Agent has received such other documents as may be reasonably required by the Administrative Agent or the Arrangers. Without limiting the generality of the provisions of Article IX of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender (other than an Exiting Lender) that has signed this Fifth Amendment pursuant shall be deemed to have consented to, approved or accepted or be satisfied with, each document or other matter required under this Section 13.03(a)(i)(z4, in each case, in accordance with the requirements of the Credit Agreement, to be consented to or approved by or be acceptable or satisfactory to a Lender (other than an Exiting Lender). Upon the satisfaction (or waiver in accordance with Section 10.01 of the Credit Agreement) of the Loan Agreementconditions set forth in this Section 4, the Administrative Agent shall promptly provide written notice to the Borrower, the Lenders (including the Exiting Lenders) and L/C Issuer of the effectiveness of this Fifth Amendment, and such notice shall be conclusive and binding.

Conditions of Effectiveness. The effectiveness This Waiver shall become effective as of Section 2 of this Amendment shall be subject to the date first above written when, and only when, the following conditions precedenthave been satisfied: (a) Borrowerthe Agent shall have received counterparts of this Waiver executed by the Company, Administrative Agent and the Lendersother Borrowers, which constitute the Majority Lenders, shall have duly and/or, as to any such Majority Lender, advice satisfactory to the Agent that such Lender has executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedWaiver; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement Agent shall have occurred received a certificate of the Secretary or Assistant Secretary of the Company, in form and substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Company executing this Waiver (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this Waiver, and (iii) certify that, as of the date of such certificate (which shall not be continuingearlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded; (c) Borrower and Administrative Agent shall have duly each Guarantor has executed and delivered that certain Amendment to Fee Lettera consent in the form of Annex A hereto; (d) Borrower the Agent shall have delivered received satisfactory evidence that Amendment No. 8 and Waiver to Administrative Agent amendments to each Warrant delivered prior to the Bridge Facility dated as of the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;shall have become effective; and (e) Borrower shall have delivered to Administrative Agent, for all other fees and expenses of the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the all reasonable fees and expenses of Administrative counsel to the Agent’s and ), to the Lenders’ legal counsel) incurred in connection with this Amendment pursuant extent invoiced prior to Section 13.03(a)(i)(z) of the Loan Agreementdate hereof, shall have been paid.

Conditions of Effectiveness. The effectiveness obligations of Section 2 the 2021 Incremental Term Lenders to make 2021 Incremental Term Loans under the Amended Credit Agreement, the Incremental Amendments and the Required Lender Amendments shall become effective as of this the first date (the “First Amendment Effective Date”) on which the applicable conditions set forth below shall be subject to have been satisfied (or waived by the following conditions precedent:2021 Incremental Term Lenders or the Required Lenders, as applicable): (a) The Administrative Agent shall have received counterparts of (i) this Amendment executed by the Borrower, the Administrative Agent and (x) in the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 case of the Loan Agreement; providedIncremental Amendments, howeverthe 2021 Incremental Term Lenders and (y) in the case of the Required Lender Amendments, that this Amendment shall have no binding force or the Required Lenders (after giving effect unless all conditions set forth in this Section 3 have been satisfiedto the 2021 Incremental Term Loans), and (ii) the Guarantor Consent and Reaffirmation attached hereto (the “Guarantor Consent”) executed by each Guarantor; (b) no Default or Event of Default (in each case subject The Administrative Agent shall have received a customary legal opinion from Ropes & Xxxx LLP, counsel to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuingParties; (c) Borrower and The Administrative Agent shall have duly executed received, with respect to each Loan Party, certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto (or certifying that such Organizational Documents delivered that certain pursuant to Section 4.01(1)(d) of the Credit Agreement on the Closing Date have not been amended, restated, modified or otherwise supplemented) and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment to Fee Letterand the Guarantor Consent; (d) Borrower The Administrative Agent shall have delivered to Administrative Agent amendments to each Warrant delivered prior received a certificate of a Responsible Officer certifying that (i) the conditions in clauses (f) and (g) of this Section 5 have been satisfied, and (ii) the First Lien Net Leverage Ratio for the Test Period most recently ended, calculated on a pro forma basis in accordance with Section 2.14 of the Credit Agreement (including, for the avoidance of doubt, giving effect to the date hereof that reduce second proviso at the Exercise Price (as defined in each such Warrant)end of Section 2.14(4) of the Credit Agreement) after giving effect to the incurrence of the 2021 Incremental Term Loans on the First Amendment Effective Date, in each case in the form attached hereto as Exhibit B and duly executed by Borrowerdoes not exceed 4.75 to 1.00; (e) Borrower The Administrative Agent shall have delivered received a solvency certificate from a Financial Officer of Holdings (after giving effect to Administrative Agent, for the Lenders, new Warrants, in each case in Transactions) based on and consistent with the form attached hereto to the Credit Agreement as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); andI; (f) The representations and warranties of the Borrower contained in Section 6, in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the date hereof after giving effect to the Transactions; provided, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (g) Immediately after giving effect to this Amendment, no Event of Default shall exist after giving effect to the making of the 2021 Incremental Term Loans; (h) The Administrative Agent shall have received a Committed Loan Notice no later than 1:00 p.m., New York time, one (1) Business Day prior to the First Amendment Effective Date; (i) The Borrower shall have paid or reimbursed all reasonable and documented out-of-pocket expenses of the Administrative Agent and (including, without limitation, the Lenders Attorney Costs of the Administrative Agent to the extent provided for their reasonable out in Section 10.04 of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counselCredit Agreement) incurred in connection with this Amendment and invoiced pursuant to a detailed line item invoice at least three (3) Business Days (unless otherwise agreed by the Borrower) prior to the First Amendment Effective Date; (j) The Borrower shall have paid all fees required to be paid pursuant to the engagement letter, dated as of February 3, 2021, by and among the Borrower and the Amendment No. 1 Arrangers; (k) The Administrative Agent and the 2021 Incremental Term Lenders shall have received (i) at least one (1) Business Day prior to the First Amendment Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing at least five (5) Business Days prior to the First Amendment Effective Date, and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certificate regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certificate”) in relation to the Borrower to the extent requested by such Person in writing at least five (5) Business Days prior to the First Amendment Effective Date; (l) Substantially concurrently with the effectiveness of this Amendment on the First Amendment Effective Date, all accrued and unpaid interest on all Term Loans outstanding immediately prior to the First Amendment Effective Date to, but not including, the First Amendment Effective Date, shall have been paid to the Administrative Agent for the benefit of the Lenders; and (m) The Administrative Agent shall have received evidence, including recent UCC, tax and judgment lien searches from the jurisdiction of formation and jurisdiction of the chief executive office of each Loan Party, that none of the Collateral is subject to any Liens (other than Liens permitted under Section 7.01 of the Amended Credit Agreement). For purposes of determining compliance with the conditions specified in this Section 5, the Lenders party hereto shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Lenders from and after the making by the 2021 Incremental Term Lenders of the 2021 Incremental Term Loans pursuant to Section 13.03(a)(i)(z2.01(1)(b) of the Loan AgreementAmended Credit Agreement and the effectiveness of the Required Lender Amendments.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be (including the amendments contained in Section 1 and agreements contained in Section 2) are subject to the satisfaction (or waiver) of the following conditions precedent:(the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this This Amendment shall have no binding force been duly executed by the Borrowers, Holdings, the Subsidiary Guarantors and the Administrative Agent (which may include a copy transmitted by facsimile or effect unless all conditions set forth in this Section 3 have been satisfied;other electronic method), and delivered to the Administrative Agent, and the Lenders under the Credit Agreement consisting of Lenders holding more than 50% of the aggregate outstanding principal amount of the Initial Term Loans immediately prior to the First Amendment Effective Date. (b) no [Reserved]; (c) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Top Borrower as to the matters set forth in paragraphs (f) and (g) of this Section 3; (d) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the First Amendment Effective Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that either (x) (i) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party certified by the relevant authority of its jurisdiction of organization and that such certificate or articles of incorporation, formation or organization of such Loan Party attached thereto have not been amended, repealed, modified or restated (except as attached thereto) since the date reflected thereon or (ii) the certificate or articles of incorporation, formation or organization of such Loan Party delivered on the Closing Date to the Administrative Agent have not been amended, repealed, modified or restated and are in full force and effect, (y) (i) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Closing Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect or (ii) the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto delivered on the Closing Date have not been amended, repealed, modified or restated and are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution and delivery of this Amendment and any related Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign this Amendment or any of such other Loan Documents to which such Loan Party is a party on the Closing Date and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from the relevant authority of its jurisdiction of organization. (e) The Administrative Agent shall have received a certificate as of a recent date of the good standing of each of the Loan Parties under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction; (f) No Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have has occurred and be continuingis continuing both before and immediately after giving effect to the transactions contemplated hereby; (cg) The representations and warranties of the Borrowers and each of the Guarantors set forth in Section 4 of this Amendment are true and correct; (h) All fees and expenses required to be paid hereunder or pursuant to any fee letter among the Top Borrower and any Repricing Arranger (as defined below) and that certain engagement letter dated as of May 14, 2015 (the “Engagement Letter”), by and among the Top Borrower and the Repricing Arrangers shall have been paid in full in cash or will be paid in full in cash on the First Amendment Effective Date, including, without limitation, all reasonable and documented out-of-pocket expenses incurred by the Repricing Arrangers, the Administrative Agent and their respective Affiliates in connection with the execution and delivery of this Amendment. (i) The Replacement Lender shall have duly executed and delivered that certain Amendment the Master Assignment contemplated by Section 2 above and all conditions to Fee Letter;the consummation of the assignments in accordance with Section 2 above shall have been satisfied and such assignments shall have been consummated. (dj) Borrower The Borrowers shall have delivered to Administrative Agent amendments have, substantially concurrently with the effectiveness of this Amendment, paid to each Warrant delivered Non-Consenting Term Lender all accrued interest, fees and other amounts payable to such Non-Consenting Term Lender under any Loan Document with respect to the Term Loans assigned by such Non-Consenting Term Lender under Section 2(c) above (other than principal and all other amounts paid to such Non-Consenting Term Lender under Section 2 above), if any, then due and owing to such Non-Consenting Term Lender under the Credit Agreement and the other Loan Documents (immediately prior to the date hereof that reduce the Exercise Price (as defined in each such Warranteffectiveness of this Amendment), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement.

Conditions of Effectiveness. The This Supplemental Indenture has been executed and delivered immediately prior to the effectiveness of Section 2 of the Partnership Merger; provided that, notwithstanding anything in this Amendment shall be subject Supplemental Indenture to the following conditions precedentcontrary, this Supplemental Indenture shall become effective as to the Successor Issuer simultaneously with the effectiveness of the Partnership Merger and effective as to the Successor Guarantor simultaneously with the effectiveness of the Parent Merger; provided, however, that: (a) Borrowerthe Trustee shall have executed a counterpart of this Supplemental Indenture and shall have received one or more counterparts of this Supplemental Indenture executed by the Issuer, Administrative Agent the Parent, the Successor Issuer and the Lenders, which constitute Successor Guarantor; (b) the Majority Lenders, Successor Issuer shall have duly executed and delivered this Amendment pursuant to Section 13.04 filed a certificate of merger with the Secretary of State of the Loan Agreement; provided, however, that this Amendment State of Delaware in connection with the Partnership Merger and the effective time of the Partnership Merger established under such certificate shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuingoccurred; (c) Borrower the Parent and Administrative Agent the Successor Guarantor shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower filed articles of merger with the Maryland State Department of Assessments and Taxation in connection with the Parent Merger, such articles of merger shall have delivered to Administrative Agent amendments to each Warrant delivered prior to been accepted for record by the date hereof that reduce Maryland State Department of Assessments and Taxation and the Exercise Price (as defined in each effective time of the Parent Merger established under such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower articles shall have delivered to Administrative Agentoccurred. In addition, for concurrently with the Lendersexecution and delivery of this Supplemental Indenture, new Warrants, in the Trustee acknowledges that it has received (x) an Officers’ Certificate from each case in of the form attached hereto as Exhibit C Parent (on behalf of itself and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both on behalf of the Issuer) and the Successor Guarantor (on behalf of itself and on behalf of the Successor Issuer) stating that (i) not material the Mergers comply with Article X of the Indenture and that all conditions precedent therein provided for relating to the Mergers have been complied with and (ii) would be competitively harmful if publicly disclosed. (for such number this Supplemental Indenture complies with the requirements of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) Article IX of the Loan AgreementIndenture and is authorized and permitted by the Indenture and (y) an Opinion of Counsel stating that (i) the Mergers comply with Article X of the Indenture and that all conditions precedent therein provided for relating to the Mergers have been complied with and (ii) this Supplemental Indenture complies with Article IX of the Indenture and is authorized and permitted by the Indenture.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by Holdings and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; and Section 2 1 of this Amendment shall be subject to become effective when and only when the following conditions precedent: (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed received (a) the fees specified in Section 2(a) hereof, and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to payment of all other accrued fees and expenses of the Administrative Agent amendments (including the reasonable accrued fees and expenses of counsel to each Warrant delivered the Administrative Agent invoiced on or prior to the date hereof that reduce hereof) and (b) all of the Exercise Price (as defined in following documents, each such Warrantdocument dated the date of receipt thereof by the Administrative Agent (unless otherwise specified), in each case in form and substance satisfactory to the form attached Administrative Agent: Counterparts of the Consent appended hereto as Exhibit B and duly (the "Consent"), executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementParties (other than Holdings); Certified copies of (A) the resolutions of the Board of Directors of (1) Holdings approving this Amendment and the matters contemplated hereby and (2) each other Loan Party evidencing approval of the Consent and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and all other matters contemplated hereby; A certificate signed by a duly authorized officer of Holdings stating that: (A) the representations and warranties contained in Section 4 hereof and in the Loan Documents are true and correct on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate, and (B) no event has occurred and is continuing that constitutes a Default.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be (including the amendments contained in Section 1 and agreements contained in Section 2) are subject to the satisfaction (or waiver) of the following conditions precedent:(the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force been duly executed by the Borrower and the Administrative Agent (which may include a copy transmitted by facsimile or effect unless all other electronic method), and delivered to the Administrative Agent, and the Administrative Agent shall have received Lender Consents from Lenders holding more than 50% of the sum of the (x) Total Outstandings immediately prior to the First Amendment Effective Date and (y) aggregate unused Revolving Credit Commitments immediately prior to the First Amendment Effective Date; (b) the Administrative Agent shall have received: (i) a certificate signed by a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying (A) as to the satisfaction of the conditions set forth in paragraphs (c) and (d) of this Section 3 and (B)(I) each of the certificate of formation and the limited liability company agreement of the Borrower either (x) has not been amended since the Closing Date or (y) is attached as an exhibit to such certificate and that such documents or agreements have not been satisfiedamended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (II)(x) the written consents of the Borrower’s governing body authorizing the execution, delivery, performance of, and amendments to, the Credit Agreement have not been modified, rescinded or amended since the Closing Date and are in full force and effect on the First Amendment Effective Date without amendment, modification or rescission, and (III) as to the incumbency and genuineness of the signature of the officers or other authorized signatories of the Borrower, executing this Amendment; (bii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization; and (iii) all documentation and other information from each Loan Party reasonably requested by the Administrative Agent (on behalf of any Lender as of the First Amendment Effective Date) in writing at least three Business Days in advance of the First Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (c) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have has occurred and be continuing; (c) Borrower is continuing both before and Administrative Agent shall have duly executed and delivered that certain Amendment immediately after giving effect to Fee Letterthe transactions contemplated hereby; (d) the representations and warranties of the Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined set forth in each such Warrant), in each case in the form attached hereto as Exhibit B Section 4 of this Amendment are true and duly executed by Borrowercorrect; (e) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 11.04 of the Credit Agreement), any arranger pursuant to any written agreement with the Borrower and the Lenders on or before the First Amendment Effective Date shall have been paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the First Amendment Effective Date); (f) The Replacement Lender shall have executed and delivered the Master Assignment contemplated by Section 2 above and all conditions to the consummation of the assignments in accordance with Section 2 above shall have been satisfied and such assignments shall have been consummated; (g) The Borrower shall have delivered have, substantially concurrently with the effectiveness of this Amendment, paid to Administrative Agenteach Non-Continuing Term B Lender and each Non-Consenting Term B Lender all accrued and unpaid interest and fees and other amounts payable to such Lender under any Loan Document with respect to the Term B Loans assigned by such Lender under Section 2 above (other than principal paid to such Lender under Section 2 above), for if any, then due and owing to such Lender under the Lenders, new Warrants, in each case in Credit Agreement and the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in other Loan Documents (immediately prior to the effectiveness of this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached heretoAmendment); and (fh) Borrower the Administrative Agent shall have paid received payment from or reimbursed Administrative Agent on behalf of the Borrower for the account of each Continuing Lender and the Lenders Replacement Lender, of a consent fee for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred each such Lender in connection with this Amendment pursuant an amount equal to Section 13.03(a)(i)(z) 0.25% of the Loan Agreementaggregate principal amount of the Term B Loans of such Lender as of the First Amendment Effective Date.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment (the “Fourth Amendment Effective Date”) shall be subject to Agent’s receipt of the following documents, in form and substance satisfactory to Agent, or, as applicable, the following conditions precedentbeing met: (a) Borrowerthis Amendment, Administrative Agent executed by Agent, each Xxxxxx and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedXxxxxxxx; (b) no Default or Event Borrower shall have paid (i) the Amendment Fee, (ii) the Tranche II Facility Charge payable for the Term Loan Advances requested pursuant to Section 4(c), (iii) all invoiced costs and expenses then due in accordance with Section 7(d), and (iv) all other fees, costs and expenses, if any, due and payable as of Default (in each case subject to any cure period provided the date hereof under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered submitted an Advance Request for Term Loan Advances under Tranche II in an amount that certain Amendment to Fee Letteris no less than $40,000,000; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered a good standing certificate of Xxxxxxxx, certified by the Secretary of State of Delaware, dated as of a date no earlier than 30 days prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrowerhereof; (e) Borrower certified copies, dated as of a recent date, of financing statement and other lien searches of Xxxxxxxx, as Agent may request and which shall have delivered to Administrative be obtained by Agent, for accompanied by written evidence (including any UCC termination statements) that the Lenders, new Warrants, Liens revealed in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both any such searches either (i) not material and will be terminated prior to or in connection with the execution of this Amendment, or (ii) would be competitively harmful if publicly disclosed. (for such number in the sole discretion of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)Agent, will constitute Permitted Liens; and (f) Borrower shall have paid or reimbursed Administrative Agent and on the Lenders for their reasonable out of pocket costs and expenses (including Fourth Amendment Effective Date, immediately after giving effect to the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) amendment of the Loan AgreementAgreement contemplated hereby: (i) the representations and warranties contained in Section 5 shall be true and correct on and as of the Fourth Amendment Effective Date as though made on and as of such date; and (ii) there exist no Events of Default or events that with the passage of time would result in an Event of Default.

Conditions of Effectiveness. The effectiveness This Agreement shall become effective as of Section 2 the first date (the “Third Amendment Effective Date”) that all of this Amendment shall be subject to the following conditions precedentprecedent shall have been satisfied: 2.1 The Administrative Agent’s receipt of the following, each of which shall be e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals to the extent set forth below or otherwise requested by the Administrative Agent) unless otherwise specified and each in form and substance satisfactory to the Administrative Agent: (a) counterparts of this Agreement, in such number as requested by the Administrative Agent, duly executed by the Borrower, the Guarantors, the Administrative Agent and the Lenders constituting Required Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;. (b) no Default such certificates of resolutions or Event other action, incumbency certificates and/or other certificates of Default (Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in each case subject connection with this Agreement and the other Loan Documents to any cure period provided under the which such Loan Agreement) under the Loan Agreement shall have occurred and be continuingParty is a party; (c) a certificate of a Responsible Officer of the Borrower to the effect that (i) the conditions specified in Sections 2.2 and Administrative Agent shall 2.3 have duly executed been satisfied and delivered that certain Amendment to Fee Letter(ii) no event has occurred and is continuing which constitutes a Default; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior a fully executed copy of an amendment to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by BorrowerIntercreditor Agreement; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrantsa fully executed copy of an amendment, in each case dated as of (or prior to) the Third Amendment Effective Date, to each of the following (each as defined in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both Intercreditor Agreement): (i) not material and the Regions Term Loan Agreement; (ii) would be competitively harmful if publicly disclosed. the Huntington Term Loan Agreement; (for such number of shares as indicated opposite each Holder’s iii) the PNC Term Loan Agreement; and (as defined in each such Warrantiv) name on Schedule I attached hereto)the Prudential Note Agreement; and (f) Borrower such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. 2.2 The representations and warranties contained in Section 3 are correct on and as of the Third Amendment Effective Date, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to another date, in which case such representations and warranties shall have paid been correct as of such other date. 2.3 There shall not have occurred since December 31, 2017, any event or reimbursed circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (excluding any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders for their reasonable out of pocket costs prior to the Third 2.4 The Administrative Agent and expenses (each Lender shall have received all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the reasonable fees and expenses of Administrative Agent’s U.S. Patriot Act, and the Lenders’ legal counsel) incurred Beneficial Ownership Regulation, in connection with this each case, to the extent requested at least five Business Days prior to the Third Amendment pursuant Effective Date. 2.5 Any fees owed to Section 13.03(a)(i)(z) of any Lender or Arranger required to be paid on or before the Loan AgreementThird Amendment Effective Date shall have been paid.

Conditions of Effectiveness. The effectiveness This Amendment and Waiver shall become effective as of Section 2 of this Amendment shall be subject to the date first above written when, and only when, on or before 5:00 p.m. (New York City time) on September 29, 1998, the following conditions precedent: (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, precedent shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; ; (bx) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; continuing at such time (cafter giving effect to the waiver set forth in Section 2) Borrower and (y) the Administrative Agent shall have duly executed received (a) counterparts of (i) this Amendment and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly Waiver executed by Borrower; (e) the Borrower shall have delivered and the Required Lenders or, as to Administrative Agent, for any of the Lenders, new Warrants, in each case in advice satisfactory to the form attached hereto as Exhibit C Administrative Agent that such Lender has executed this Amendment and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material Waiver and (ii) would be competitively harmful the consent attached hereto executed by each Loan Party (other than the Borrower), (b) certified copies of the resolutions of the Board of Directors of the Borrower and each other Loan Party approving this Amendment and Waiver and the transactions contemplated hereby and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if publicly disclosed. any, with respect to this Amendment and Waiver and the transactions contemplated hereby, (c) a favorable opinion of Wachtell, Lipton, Rosen & Katz, special counsel for such number the Loan Parties, in form and substxxxx satxxxxctory to the Agents, and (d) an amendment fee for the account of shares as indicated opposite each Holder’s (as defined Lender approving this Amendment and Waiver in an amount for each such WarrantLender equal to the product of (i) name on Schedule I attached hereto); and such Lender's Commitments (fwhether used or unused) Borrower shall have paid or reimbursed Administrative Agent and (ii) 0.25%. This Amendment and Waiver is subject to the Lenders for their reasonable out provisions of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) 8.01 of the Loan Credit Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 All provisions of this Fourth Amendment shall be subject to effective upon satisfaction of, or completion of, the following conditions precedentfollowing: (a) the Administrative Agent shall have received counterparts of this Fourth Amendment executed by the Borrower, Administrative Agent each Guarantor, and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedeach Lender; (b) no Default or Event the representations and warranties set forth in Section 3 of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement this Fourth Amendment shall have occurred be true and be continuingcorrect; (c) Borrower and the Administrative Agent shall have duly executed received (i) incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and delivered that certain capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Fourth Amendment to Fee Letterand (ii) a certificate of the Borrower dated as of the Fourth Amendment Effective Date signed by a Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the Borrower authorizing the execution, delivery and performance of this Fourth Amendment; (d) Borrower the Administrative Agent shall have delivered to received for the benefit of each Lender who executes this Fourth Amendment, an amendment fee in immediately available funds as agreed in the fee letter dated July 10, 2024, among the Borrower, the Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant)and BofA Securities, in each case in the form attached hereto as Exhibit B and duly executed by BorrowerInc.; (e) unless waived by the Administrative Agent, the Borrower shall have delivered paid all fees, charges and disbursements of counsel to the Administrative AgentAgent directly to such counsel to the extent invoiced prior to or on the Fourth Amendment Effective Date; (f) since December 31, for the Lenders2023, new Warrantsthere shall not have occurred any event or condition that has had or could reasonably be expected to have, in each case either individually or in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this documentaggregate, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)a Material Adverse Effect; and (fg) Borrower the Administrative Agent shall have paid or reimbursed received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementAgent shall reasonably require.

Conditions of Effectiveness. The effectiveness This Amendment and Restatement shall become effective as of Section 2 the date first above written when, and only when, the Agent shall have received counterparts of this Amendment shall be subject and Restatement executed by the Company and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and Restatement and when the Agent shall have additionally received all of the following conditions precedent:documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified): (a) Borrower, Administrative Agent and Certified copies of (i) the Lenders, which constitute resolutions of the Majority Lenders, shall have duly executed and delivered Board of Directors of the Company approving this Amendment pursuant and Restatement and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;and Restatement. (b) no Default A certificate of the Secretary or Event an Assistant Secretary of Default (in each case subject the Company certifying the names and true signatures of the officers of the Company authorized to any cure period provided under sign this Amendment and Restatement and the Loan Agreement) under the Loan Agreement shall have occurred and other documents to be continuing;delivered hereunder. (c) Borrower A favorable opinion of Robert M. Reese, Vice President and Administrative General Counxxx xx xxx Xxxxxxy, in substantially the form of Exhibit A hereto and as to such other matters as any Lender through the Agent shall have duly executed and delivered that certain Amendment to Fee Letter;may reasonably request. (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;Agent. (e) Borrower shall have delivered to Administrative Agent, for A certificate signed by a duly authorized officer of the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both Company stating that: (i) not material The representations and warranties contained in Section 4.01 of the Credit Agreement (iiexcept the representations set forth in the last sentence of subsection (e) would be competitively harmful if publicly disclosed. thereof and in subsection (for f) thereof (other than clause (i)(B) thereof) and in Section 3 hereof are correct on and as of the date of such number certificate as though made on and as of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)date; and (fii) Borrower shall have paid or reimbursed Administrative Agent No event has occurred and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementis continuing that constitutes a Default.

Conditions of Effectiveness. (a) This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received (x) counterparts of this Amendment executed by the Borrower, the Required Lenders and each Affected Lender, or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (y) for the ratable account of the Lenders, 1/10% of the sum of the Term A Advances, the Term B Advances, the Acquisition Commitments and the Working Capital Commitments as such Advances and Commitments shall be outstanding immediately prior to the effectiveness of this Amendment (i.e. $260,000). The effectiveness of Section 2 of this Amendment shall be is conditioned upon the accuracy of the factual matters described herein. This Amendment is subject to the following conditions precedent: (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to provisions of Section 13.04 9.01 of the Loan Credit Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;. (b) This Amendment shall be null and void and of no Default effect if, on or Event before April 23, 1997 (or such later date before July 15, 1997 as the Affected Lenders may consent to in writing), the following conditions shall not have been satisfied: (1) The Administrative Agent shall not have additionally received all of Default the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each case subject Lender, in form and substance satisfactory to any cure period provided under the Administrative Agent (unless otherwise specified): (i) Certified copies of (x) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment, the Collateral Documents, amendments or supplements thereto contemplated hereby and the matters contemplated hereby and thereby and (B) each other Loan AgreementParty evidencing approval of the Consent, the Collateral Documents, amendments or supplements thereto contemplated hereby and the matters contemplated hereby and thereby and (y) under all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Loan Agreement shall have occurred Consent, the Collateral Documents, amendments or supplements thereto contemplated hereby and be continuingthe matters contemplated hereby and thereby; (cii) A certificate of the Secretary or an Assistant Secretary of the Borrower and Administrative Agent shall have duly executed each other Loan Party certifying the names and true signatures of the officers of the Borrower and such other Loan Party authorized to sign this Amendment, the Consent, the Collateral Documents, amendments or supplements thereto contemplated hereby to any of which they are or are to be a party and the other documents to be delivered that certain Amendment to Fee Letterhereunder and thereunder; (diii) Borrower shall have delivered Counterparts of a consent with respect to Administrative Agent amendments to each Warrant delivered prior this Amendment No. 1, in form satisfactory to the date hereof that reduce the Exercise Price (as defined in each such Warrant)Administrative Agent, in each case in the form attached hereto as Exhibit B and duly executed by each of the Loan Parties (other than the Borrower); (eiv) Borrower shall have delivered to Administrative AgentA favorable opinion of Drinker, Xxxxxx & Xxxxx, counsel for the LendersLoan Parties, new Warrants, in each case in as to such matters as the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); andAdministrative Agent may reasonably request; (fv) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) A certificate signed by a duly authorized officer of the Loan Agreement.Borrower stating that:

Conditions of Effectiveness. The effectiveness This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by Holdings and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; and Section 2 1 of this Amendment shall be subject to become effective when and only when the following conditions precedent: (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed received (a) the fees specified in Section 2 hereof, and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to payment of all other accrued fees and expenses of the Administrative Agent amendments (including the reasonable accrued fees and expenses of counsel to each Warrant delivered the Administrative Agent invoiced on or prior to the date hereof that reduce hereof) and (b) all of the Exercise Price (as defined in following documents, each such Warrantdocument dated the date of receipt thereof by the Administrative Agent (unless otherwise specified), in each case in form and substance satisfactory to the form attached Administrative Agent: Counterparts of the Consent appended hereto as Exhibit B and duly (the "Consent"), executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementParties (other than Holdings); Certified copies of (A) the resolutions of the Board of Directors of (1) Holdings approving this Amendment and the matters contemplated hereby and (2) each other Loan Party evidencing approval of the Consent and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and all other matters contemplated hereby; A certificate signed by a duly authorized officer of Holdings stating that: (A) the representations and warranties contained in Section 5 hereof and in the Loan Documents are true and correct on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate, and (B) no event has occurred and is continuing that constitutes a Default.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be is subject to the following conditions precedentprecedent that: (a) Borrower, the Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have received counterpart signature pages of this Amendment duly executed and delivered this Amendment by the Borrowers, each of the Lenders required pursuant to Section 13.04 12.07 of the Loan Credit Agreement, the Swingline Lender, each Issuing Bank and the Administrative Agent; (b) the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Guarantors (the “Consent and Reaffirmation”); (c) the Administrative Agent shall have received (i) counterparts of the Joinder Agreement attached as Exhibit B hereto duly executed by the existing Borrowers, GGP Cumulus, GGP Nimbus and the Administrative Agent (the “Joinder”) and (ii) a joinder to the Guaranty in the form attached thereto duly executed by GGP LLC (the “Guaranty Joinder”); (d) the Administrative Agent shall have received the instruments, certificates and documents set forth in Sections 5.01(v) through (x) and (xvii) of the Credit Agreement in respect of GGP Cumulus and GGP Nimbus, each in its capacity as a Borrower, and in respect of GGP LLC, in its capacity as a Guarantor, in each case dated as of the date of this Amendment, all in form and substance reasonably acceptable to the Administrative Agent; (e) to the extent any Note shall have been issued to any Lender on or prior to the date of this Amendment, replacement Notes executed by the Borrowers (including GGP Cumulus and GGP Nimbus); provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) such replacement Notes shall not material be required unless and until such time as the relevant Lender has returned its original Note to the Administrative Agent (or its counsel) for concurrent cancellation with the issuance of such replacement Note (and the Partnership shall have received confirmation thereof) and (ii) would be competitively harmful if publicly disclosed. to the extent such Notes have not been returned as described in clause (for i), no such number replacement Notes shall constitute a condition to the effectiveness of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)this Amendment; and (f) Borrower the Administrative Agent shall have paid or reimbursed received payment and/or reimbursement of the Administrative Agent Agent’s and the Lenders for their its affiliates actual reasonable out of and documented out-of-pocket costs and expenses (including including, to the extent invoiced prior to the date of this Amendment, the actual reasonable and documented out-of-pocket fees and expenses of one counsel for the Administrative Agent’s , the Issuing Banks and the Lenders’ legal counsel, taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction to such Persons, taken as a whole)) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of and the other Loan AgreementDocuments.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the date (the “Seventh Amendment Effective Date”) on which the following conditions precedent:shall have been satisfied (or waived): (a) Borrower, The Revolving Facility Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the Revolving Facility Lenders and the LendersIncreasing Lenders on, which constitute or prior to, 3:00 p.m., New York City time on April 17, 2015 (the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied“Consent Deadline”); (b) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article 5 of the Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Seventh Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and immediately prior to and after giving effect to the Seventh Amendment Effective Date, no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower Immediately prior to, and Administrative Agent after giving effect to this Amendment, the Commitment Increase pursuant to Section 2 and any transaction consummated in connection therewith, the Senior Secured Leverage Ratio (assuming the Revolving Loan Facility is fully drawn) shall have duly executed and delivered that certain Amendment be no greater, calculated on a pro forma basis, than 4.50 to Fee Letter1.00; (d) Borrower The Revolving Facility Administrative Agent shall have delivered to Administrative Agent amendments to each Warrant delivered prior received a legal opinion of Xxxxxx Xxxx & Xxxxxxxx LLP, counsel to the date hereof that reduce Borrower Parties, addressed to the Exercise Price (as defined in each such Warrant), in each case in Lender Group and reasonably satisfactory to the form attached hereto as Exhibit B and duly executed by BorrowerRevolving Facility Administrative Agent; (e) Borrower The Revolving Facility Administrative Agent shall have delivered received, with respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person, certifying a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of this Amendment; (f) The Revolving Facility Administrative AgentAgent shall have received a certificate of the secretary or an assistant secretary of the Administrative Borrower confirming compliance with the conditions precedent set forth in clause (b) of this Section 5; (g) The Borrowers shall have paid all fees required to be paid to be paid to the Revolving Facility Lenders on or before the Seventh Amendment Effective Date (including, for without limitation, the Lenders, new Warrants, in each case in Amendment Fees and the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached heretoUpfront Fees); and (fh) Borrower The Borrowers shall have paid or reimbursed Administrative Agent all reasonable and the Lenders for their reasonable out of pocket documented costs and expenses (including of the reasonable fees and expenses of Revolving Facility Administrative Agent’s and the Lenders’ legal counsel) incurred Agent in connection with this Amendment pursuant (including the reasonable and documented fees, disbursements and other charges of Shearman & Sterling LLP as counsel to Section 13.03(a)(i)(z) of the Loan AgreementAdministrative Agents).

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become --------------------------- effective as of the date first above written (the "EFFECTIVE DATE") when, and only when, the following conditions precedentprecedent have been satisfied: (a) BorrowerThe Agent shall have received on or before the Effective Date, Administrative in form and substance satisfactory to the Agent and in sufficient copies for each Lender Party: (i) counterparts of this Amendment executed by the Borrower and the Required Lenders and each Revolving Credit Lender or, as to any of the Lenders, which constitute advice satisfactory to the Majority Lenders, shall have duly Agent that such Lender has executed and delivered this Amendment; (ii) the consent attached hereto executed by each Guarantor (the "CONSENT"); (iii) certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment pursuant and the matters contemplated hereby, and (B) each Guarantor approving the Consent and the matters contemplated thereby, and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to Section 13.04 this Amendment, the Consent and the matters contemplated hereby and thereby; (iv) a certificate of the Secretary or an Assistant Secretary of each Loan Agreement; provided, however, that Party certifying the names and true signatures of the officers of such Persons authorized to sign this Amendment shall have no binding force or effect unless all conditions set forth in and the Consent and the other documents to be delivered hereunder; and (v) a favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Borrower, as to the due execution, validity and enforceability of this Section 3 have been satisfied;Amendment, the Loan Documents (as amended by this Amendment), and the Consent and as to such other matters as any Lender through the Agent may reasonably request. (b) no Default or Event of Default (All governmental and third party consents and approvals necessary in each case subject to any cure period provided under connection with the Loan Agreement) under the Loan Agreement transactions contemplated hereby shall have occurred been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be continuing;applicable in the reasonable judgement of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) Borrower On the Effective Date, the following statements shall be true and Administrative the Agent shall have received a certificate signed by a duly executed authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and delivered that certain Amendment to Fee Letter;warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the Effective Date; and (ii) no Default exists under the Credit Agreement. (d) The Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior paid to the date hereof Agent for the account of each Lender that reduce executes this Amendment an amendment fee equal to 0.25% on the Exercise Price (as defined in sum of the Commitments of each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;Lender. (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) The Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket all costs and expenses (including required under Section 5 hereof. This Amendment is subject to the reasonable fees and expenses provisions of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) 8.01 of the Loan Credit Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to not become effective until each of the following conditions precedenthas been satisfied: 3.1 Bank One, NA, as a Bank (ain such capacity “Bank One”) Borrowerand in its capacity as Agent, Administrative Agent and the LendersFifth Third Bank (“Fifth Third”), which constitute the Majority Lendersas a Bank, shall have duly executed and delivered this Amendment each entered into an Assignment Agreement in the form prescribed by the Credit Agreement, pursuant to Section 13.04 the terms of which Bank One shall have assigned to Fifth Third an amount equal to 40% of Bank One’s Commitment under the Credit Agreement as of the date hereof, and the Loan Parties shall have provided any required consent and acknowledgment with respect thereto. 3.2 This Amendment shall have been executed by the Loan Parties, the Agent, and the Banks. 3.3 The Loan Parties shall furnish to the Agent certified copies of the resolutions of the Board of Directors or the members, as the case may be, of the Loan Agreement; Parties approving this Amendment, and of all documents evidencing other necessary corporate or company action, as the case may be, and governmental approvals, if any, with respect to this Amendment. 3.4 The Loan Parties shall furnish to the Agent such other approvals, opinions, or documents as the Agent may reasonably request. 3.5 The Loan Parties shall furnish to the Agent executed originals of the Amended and Restated Revolving Notes described in Section 1.6 hereof. 3.6 The Loan Parties shall furnish to the Agent executed originals of the Amended and Restated Term Notes described in Section 1.7 hereof. 3.7 The Loan Parties shall have entered into such amendments of the Subordination Agreements as shall be acceptable to the Agent so as to provide that (i) the stated maturity date of all Subordinated Debt shall occur not earlier than the Termination Date (as amended hereby), and (ii) except as otherwise provided in the Subordination Agreements as of the date of this Amendment, no holder of Subordinated Debt is entitled to receive any regularly scheduled payments of principal, interest or dividends or any other amount due with respect to the Subordinated Debt prior to the stated maturity of such Subordinated Debt, provided, however, that this Amendment payment of interest with respect to the Xxxxxxx Xxxxx Subordinated Debt and the Replacement Notes may be made quarterly (on a calendar basis) in arrears commencing as of September 30, 2004 and continuing quarterly (on a calendar basis) thereafter, provided that the Fixed Charge Coverage Ratio as of the date of each such interest payment, beginning September 30, 2004, shall have no binding force or effect unless all conditions as of the date of such payment, be not less than 1.75 to 1, such ratio to be determined in each case in accordance with GAAP for the period of four consecutive calendar quarters of the Company then ending. For purposes of determining compliance with the Fixed Charge Coverage Ratio as set forth in this Section 3 have 3.7, each calculation shall include in the determination of the “sum” (as set forth in section (b)(ii) of the definition of Fixed Charge Coverage Ratio contained in the Credit Agreement”) the amount of any interest which has been satisfied; (b) no Default actually paid by the Company during such 12 month period, or Event of Default (in each case subject which is proposed to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior paid with respect to the date hereof that reduce Xxxxxxx Xxxxx Subordinated Debt and the Exercise Price (Replacement Notes as defined in each of the quarter end for which such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;Fixed Charge Coverage Ratio is then being tested (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower 3.8 The Loan Parties shall have paid or reimbursed Administrative Agent and a participation fee solely to Fifth Third in the Lenders for their reasonable amount of $10,000. 3.9 The Loan Parties shall have paid the Agent’s Fees in accordance with Section 5.4 of the Credit Agreement, in the amount of $10,000.00. 3.10 The Loan Parties shall have paid all out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) disbursements of the Loan AgreementAgent, including all unpaid fees and disbursements of Xxxxxxxxx Xxxxxx PLLC due and owing as of the date of this Amendment.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to the following conditions precedent: (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 become effective as of the Loan Agreement; provideddate first above written when, howeverand only when, that this Amendment shall have no binding force on or effect unless all conditions set forth in this Section 3 have been satisfied; before December 31, 2004 (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under "Effective Date"), the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly received: (i) counterparts of this Amendment executed by the Borrower and delivered the Required Banks or, as to any of the Banks, advice satisfactory to the Administrative Agent that certain Amendment to Fee Lettersuch Bank has executed this Amendment; and counterparts of the Master Agreement executed by the parties thereto; (dii) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior (a) an opinion of Peter Beshar, Esq., General Counsel of the Borrower, substaxxxxxxx xx xhe form of Exhibit A-1 hereto, and covering such additional matters relating to the date hereof that reduce transactions contemplated hereby as the Exercise Price Required Banks may reasonably request; (as defined in each such Warrant)b) an opinion of Frank McNamara, in each case Esq., General Counsel of Putnam Investments Xxxxx, xxxxxxntially in the form attached hereto of Exhixxx X-2 hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and (c) an opinion of Davis Polk & Wardwell, special counsel for the Borrower, in xxxxxxxxxxxxx xxx xxrm of Exhibit B and duly executed by BorrowerA-3, hereto; (eiii) Borrower shall have delivered evidence satisfactory to the Administrative Agent, for Agent that the Lenders, new Warrants, in each case in Commitments under (and as defined in) the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material Credit Agreement [364 Day] dated as of July 7, 2004 (as amended, supplemented or otherwise modified) among the Borrower, the banks and other financial institutions party thereto and Bank of America, N.A., as administrative agent, and (ii) would be competitively harmful if publicly disclosed. the Credit Agreement [364 Day] dated as of June 9, 2004 (for such number as amended, supplemented or otherwise modified) among the Borrower, the banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as administrative agent, have been terminated and the loans thereunder have been (together will all interest and related fees) paid in cash in full; (iv) evidence satisfactory to the Administrative Agent that (a) the amendment to the Other Revolving Credit Agreement, (b) the Term Loan Agreement and (c) the Master Agreement have each become effective; (v) the following corporate documents of shares each of the Borrower and each Guarantor listed in clause (a) of the definition thereof, each certified as indicated opposite below: (A) a copy of the certificate of incorporation, as amended and in effect, certified as of a recent date by the Secretary of State of its jurisdiction of incorporation, and a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by each Holder’s of the Loan Parties; (as defined in B) a certificate of the Secretary or an Assistant Secretary of each such WarrantLoan Party, dated the Effective Date and certifying (A) name that attached thereto is a true and complete copy of the by-laws of such Loan Party, as in effect on Schedule I the Effective Date, (B) that attached heretothereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Amendment and the other Loan Documents, and such other documents to which such Loan Party is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the charter of such Loan Party has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Amendment (in the case of the Borrower) and each of the other documents to which such Loan Party is intended to be a party and each other document to be delivered by such Loan Party from time to time in connection herewith or therewith (and the Administrative Agent and each Bank may conclusively rely on each such certificate until it receives notice in writing from the applicable Loan Party); and (fC) Borrower shall have paid a certificate of another officer of each such Loan Party as to the incumbency and specimen signature of the Secretary or reimbursed Administrative Agent Assistant Secretary, as the case may be; (vi) a certificate of a senior officer of the Borrower, dated the Effective Date, to the effect set forth in Sections 3.2(d) and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(ze) of the Loan AgreementCredit Agreement as amended hereby; (vii) a Subsidiary Guaranty duly executed by each Guarantor listed in clause (a) of the definition thereof; and (viii) such other documents as the Administrative Agent or any Bank or special counsel to the Administrative Agent may reasonably request.

Conditions of Effectiveness. The effectiveness of Section 2 This Amendment shall become effective when, and only when, the Bank shall have received counterparts of this Amendment executed by the JLM Domestic Entities, MacDonald and the Bank, and Sections 1, 2 and 3 hereof shall become effective when, and only when, the Bank shall have additionally received all of the following documents, each document (unless otherwise indicated) being dated the date of receipt thereof by the Bank (which date shall be subject the same for all such documents), in form and substance satisfactory to the following conditions precedentBank: (a) Borrower, Administrative Agent The Amended and Restated Promissory Note in the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 form of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;Exhibit A1 hereto. (b) no Certified copies of (i) the resolutions of the Board of Directors of each JLM Domestic Entity approving this Amendment and the matters contemplated hereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the matters contemplated hereby. (c) A certificate of the Secretary or an Assistant Secretary of each JLM Domestic Entity certifying the names and true signatures of the officers of such JLM Domestic Entity authorized to sign this Amendment and the other documents to be delivered hereunder. (d) A consent in the form appended hereto as Annex I (the "Consent"), executed by JLM Canada. (e) Certified copies of (i) the resolutions of the Board of Directors of JLM approving the Consent and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Consent and the matters contemplated hereby. (f) A certificate of the Secretary or an Assistant Secretary of JLM Canada certifying the names and true signatures of the officers of JLM Canada authorized to sign the Consent. (g) A favorable opinion of John Xxxxx Xxxte, counsel for the JLM Domestic Entities and MacDonald, to the effect that this Amendment has been duly authorized, executed and delivered by the JLM Domestic Entities and MacDonald, and that the amended and restated Revolving Credit Note has been duly authorized, executed and delivered by JLM Marketing, Inc., and such instruments constitute the legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their respective terms, and confirming the opinion of such counsel furnished on June 15, 1994 pursuant to Section 4.01 (n) of the Credit Agreement, with references therein to the Credit Agreement to mean the Credit Agreement as amended by this Amendment. (h) A favorable opinion of Brans, Lehun, Baldxxx & Xhampagne, counsel for JLM Canada, to the effect that the Consent has been duly authorized, executed and delivered by JLM Canada and constitutes the legal, valid and binding obligation of JLM Canada, enforceable against JLM Canada in accordance with its terms, and confirming the opinion of such counsel furnished on June 15, 1994 pursuant to Section 4.01(n) of the Credit Agreement, with references therein to the Credit Agreement to mean the Credit Agreement as amended by this Amendment. (i) A certificate signed by a duly authorized officer of each JLM Domestic Entity stating that: (i) The representations and warranties contained in Section 5 hereof are correct on and as of the date of such certificate as though made on and as of such date, and (ii) No event has occurred and is continuing which constitutes a Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementDefault.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the date first above written when, and only when, the following conditions precedenthave been satisfied: (a) Borrowerthe Agent shall have received counterparts of this Amendment executed by the Company, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly the Extending Lenders, and/or, as to any such Majority Lender and Extending Lender, advice satisfactory to the Agent that such Lender has executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedAmendment; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement Agent shall have occurred received a certificate of the Secretary or Assistant Secretary of the Company, in form and substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Company executing this Amendment (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this Amendment, and (iii) certify that, as of the date of such certificate (which shall not be continuingearlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded; (c) Borrower and Administrative Agent shall have duly each Guarantor has executed and delivered that certain Amendment to Fee Lettera consent in the form of Annex A hereto; (d) Borrower the Agent shall have received an amendment fee for the account of each Extending Lender that has executed and delivered a signature page to Administrative Agent amendments this Amendment in an amount equal to each Warrant delivered prior to 0.15% of the date hereof that reduce the Exercise Price (as defined in each aggregate principal amount of such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;Extending Lender’s Loans; and (e) Borrower shall have delivered to Administrative Agent, for all other fees and expenses of the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the (i) all reasonable fees and expenses of Administrative counsel to the Agent and (ii) all retainers for counsel to the Agent and advisor to the Agent’s and ), to the Lenders’ legal counsel) incurred in connection with this Amendment pursuant extent invoiced prior to Section 13.03(a)(i)(z) of the Loan Agreementdate hereof, shall have been paid.

Conditions of Effectiveness. The effectiveness This Amendment No. 3 shall become effective as of Section 2 the date hereof, but only upon receipt by the Administrative Agent of this Amendment shall be subject to the following conditions precedentfollowing: (a) Borrowerone or more counterparts of this Amendment No. 3 executed by the Loan Parties, Swing Line Lender, L/C Issuer, the Administrative Agent and the Required Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in one replacement Note for each case subject to any cure period provided under Lender requesting a Note, executed by the Loan Agreement) under the Loan Agreement shall have occurred and be continuing;Borrowers; and (c) Borrower receipt of a Secretary’s Certificate from each Loan Party, attaching and certifying (i) such Loan Party’s articles of incorporation and bylaws (or comparable organizational documents), as amended, or certifying no change since last delivered to the Administrative Agent shall have duly executed and delivered that certain Amendment (ii) resolutions of each Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of the Loan Documents to Fee Letterwhich it is a party and the consummation of the transactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on each Loan Party’s behalf; (d) Borrower Borrowers shall have delivered to paid the fees set forth in the fee letter dated of even date herewith among Borrower Representative, the Administrative Agent amendments to each Warrant delivered prior and the other parties named therein to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, Agent for its own account or for the Lenders, new Warrants, in each case in account of the form attached hereto Lenders as Exhibit C set forth therein; provided that the upfront fees provided therein shall be paid on the allocated Revolving Credit Commitments set forth on Annex A to this Amendment No. 3 (and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) Exiting Lender shall not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached heretoreceive an upfront fee); and (fe) receipt of any other deliveries set forth on the closing document checklist delivered to the Borrower shall have paid or reimbursed Administrative Agent and Representative prior to the Lenders for their reasonable out date of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementNo. 3.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be Waiver is subject to the following satisfaction or waiver of the conditions precedent: precedent that (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have received (i) counterparts of this Waiver duly executed by the Borrowers, the Required Lenders and delivered that certain Amendment the Administrative Agent, (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (iii) evidence reasonably satisfactory to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered it that, on or prior to the date hereof that reduce hereof, a waiver of similar substance to this Waiver has been entered into in respect the Exercise Price Yellow Receivables Facility (as defined in each such Warrantsubject only to effectiveness of this Waiver), in each case in (b) the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower Company shall have paid or reimbursed all fees and invoiced reasonable out-of-pocket expenses of the Administrative Agent and (including, to the Lenders for their extent invoiced, reasonable out of pocket costs and expenses (including the reasonable attorneys’ fees and expenses of Administrative Agent’s and the Lenders’ legal up to two counsel) incurred in connection with this Amendment pursuant Waiver and the other Loan Documents, (c) the Company shall have engaged the Vehicle Title Custodian, on terms and conditions reasonably satisfactory to Section 13.03(a)(i)(zthe Administrative Agent, as the service provider to perfect the liens on (and monitor the ongoing status of and services related thereto) the rolling stock owned by the Company and the Subsidiary Guarantors and (d) the Administrative Agent shall have received for the account of each Lender which delivers its executed signature page hereto by such time as is requested by the Loan AgreementAdministrative Agent, a waiver fee equal to 0.50% of such Lender’s Revolving Commitment and the amount of such Lender’s outstanding Term Loans.

Conditions of Effectiveness. The effectiveness This Amendment No. 2 shall become effective as of Section 2 the date hereof, but only upon receipt by the Administrative Agent of this Amendment shall be subject to the following conditions precedentfollowing: (a) Borrowerone or more counterparts of this Amendment No. 2 executed by the Loan Parties, Swing Line Lender, L/C Issuer, the Administrative Agent and the Required Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to if requested by any cure period provided under Lender, the Loan Agreement) under the Loan Agreement Administrative Agent shall have occurred received for such Lender, such Lender’s Note executed by the Borrowers dated the date hereof and be continuingotherwise in compliance with the provisions of Section 1.11 of the Credit Agreement; (c) Borrower and receipt of such legal opinions from counsel to the Loan Parties as may be required by Administrative Agent shall have duly executed and delivered that certain Amendment to Fee LetterAgent; (d) Borrower shall have a Secretary’s Certificate from each Loan Party, attaching and certifying (i) such Loan Party’s articles of incorporation and bylaws (or comparable organizational documents), as amended, or certifying no change since last delivered to the Administrative Agent amendments and (ii) resolutions of each Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of the financing documents to which it is a party and the consummation of the transactions contemplated thereby, together with specimen signatures of the persons authorized to execute such documents on each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by BorrowerLoan Party’s behalf; (e) Borrower shall have delivered receipt of all fees required to Administrative Agent, for be paid as of the Lenders, new Warrants, in each case date hereof as set forth in the form attached hereto amended and restated fee letter dated as Exhibit C of the date hereof between the Administrative Agent and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)the Borrower; and (f) Borrower shall have paid or reimbursed such other agreements, instruments and other documents as the Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementmay reasonably request.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Fifth Amendment shall become effective upon, and shall be subject to to, the prior or simultaneous satisfaction of each of the following conditions precedent:in a manner reasonably satisfactory to Lender (the date when all such conditions are so satisfied being the “Fifth Amendment Effective Date”): (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, Lender shall have received (i) counterparts of this Fifth Amendment executed  (b) The representations, warranties, acknowledgments and reaffirmations set forth in Sections 5 and 6 below shall be true and correct as of the Fifth Amendment Effective Date and Lender shall have received a certificate, dated as of the Fifth Amendment Effective Date and duly executed and delivered this Amendment pursuant to Section 13.04 by a Responsible Officer of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions Borrower certifying as to the matters set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing;4(b).  (c) Borrower and Administrative Agent Lender shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both received (i) not material a nonrefundable amendment fee in the amount of $560,914.29 and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket all fees, costs and expenses (including the reasonable fees due and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment payable pursuant to Section 13.03(a)(i)(z) of the Loan Credit Agreement, including without limitation the reasonable fees and expenses of Xxxxxxxx & Xxxxxxxx LLP, counsel to Lender if then invoiced, together with all other fees separately agreed to by the Borrower and the Lender.  (d) All legal matters incident to the effectiveness of this Fifth Amendment shall be reasonably satisfactory to the Lender.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment No. 4 shall be subject to become effective when, and only when, the following conditions precedentAdministrative Agent shall have received: (a) Borrower, Administrative Agent copies of this Amendment duly executed by the Borrower and Lenders constituting the Lenders, which constitute the Super Majority Lenders; (b) the written opinion described in Section 8.13(a)(iii), shall have duly executed and delivered this Amendment pursuant to Section 13.04 together with a certificate of a Responsible Officer of the Loan Agreement; provided, however, Borrower certifying that this Amendment shall have no binding force or effect unless all the conditions set forth in this AMENDMENT NO. 4 TO CREDIT AGREEMENT NATIONAL STEEL CORPORATION clauses (i) through (iii) of Section 3 8.13(a) (General Limitation on Affiliate Transactions) have been satisfied; (bc) no Default or Event favorable opinions of Default (Yukevich, Marchetti, Liekar & Xxxxxxxxx, P.C., counsel to the Loan Parties and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to NUF, in each case subject in form and substance satisfactory to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee LetterAgent; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to executed copies of the date hereof that reduce the Exercise Price NUF Loan Documents (as defined in each such Warrant), the amendments to the Credit Agreement made herein) and board resolutions approving the NUF Loan Documents in each case in form and substance satisfactory to the form attached hereto Administrative Agent and certified as Exhibit B being complete and duly executed correct by a Responsible Officer of the Borrower; (e) evidence satisfactory to the Administrative Agent that all the conditions precedent set forth in Section 3.1 of the Subordinated Credit Agreement, dated as of February 28, 2001, between the Borrower shall and NUF LLC, a Delaware limited liability company ("NUF"), have delivered been satisfied or duly waived; (f) evidence satisfactory to the Administrative Agent, for Agent of an advance of at least $50,000,000 by NUF to the Lenders, new Warrants, in each case in Borrower under the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s NUF Credit Agreement (as defined in each such Warrant) name on Schedule I attached heretothe amendments to the Credit Agreement made herein); and (fg) Borrower shall have paid or reimbursed Administrative Agent payment for all costs, expenses and the Lenders for their reasonable out of pocket costs fees due and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the owing under any Loan AgreementDocument.

Conditions of Effectiveness. The effectiveness This Amendment shall be effective as of Section 2 December 31, 2005 (except for Sections 1(p), 1(r) and 1(s) of this Amendment which shall be subject become effective as of the date first above written) when, and only when, (A) the U.S. Borrower shall have paid, on or before February 23, 2006, for the benefit of each Lender executing this Amendment on or before 12:00 Noon Eastern time on February 23, 2006, a fee equal to 0.25% of the Total Exposure Amount of each such Lender, and (B) the Administrative Agent shall have received, on or before February 23, 2006, the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the following conditions precedent: (a) Administrative Agent: Counterparts of this Amendment executed by each Borrower, each Subsidiary Guarantor and the Required Lenders or, as to any of the Required Lenders, advice satisfactory to the Administrative Agent that such Required Lender has executed this Amendment. Counterparts of the Consent and Confirmation attached hereto executed by each Subsidiary Guarantor. Evidence reasonably satisfactory to the Administrative Agent that any and all expenses of counsel to the Administrative Agent since the date of its last invoice shall have been paid in full in accordance with Section 10.3 of the Credit Agreement. Certified copies of (i) the resolutions of the Board of Directors (or other appropriate governing body) of each Borrower approving this Amendment and the Lendersmatters contemplated hereby in form and substance customary for the jurisdiction of formation for each such Borrower, which constitute (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Majority Lendersmatters contemplated hereby (including, shall have without limitation, the Organic Documents for each of the Borrowers); and (iii) a specimen of the signature of each Person authorized by each U.K. Obligor to sign this Amendment and the other documents to be delivered hereunder. A certificate of the Secretary or an Assistant Secretary of the U.S. Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Amendment and the other documents to be delivered hereunder. A favorable opinion of in-house counsel for the U.S. Borrower, (A) to the effect that (i) this Amendment has been duly executed and delivered this Amendment pursuant to Section 13.04 of by the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) U.S. Borrower and Administrative Agent shall have (ii) the Consent and Confirmation attached hereto has been duly executed and delivered by each Subsidiary Guarantor, and (B) with respect to the U.S. Obligors, as to the matters referred to in Section 3. A favorable opinion of L'Estrange & Xxxxx, special Northern Irish counsel for the U.K. Obligors organized under the laws of Northern Ireland, (A) to the effect that certain this Amendment has been duly executed and delivered by each U.K. Borrower organized under the laws of Northern Ireland, and (B) as to Fee Letter; the matters referred to in Section 3. In regard of the U.K. Obligors satisfactory company and winding-up search results conducted at the Companies Registry and on the central registry of the Companies Court. A certificate signed by a duly authorized officer of each Borrower stating that: All representations and warranties made by such Borrower in Section 3 hereof and in the Credit Agreement (das amended hereby) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to and the other Loan Documents are true and correct in all material respects as of the date hereof that reduce as if made on the Exercise Price date hereof (as defined in each such Warrant)unless stated to relate solely to an earlier date, in each which case such representations and warranties shall be true and correct in the form attached hereto all material respects as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for of such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached heretoearlier date); and (f) Borrower shall have paid or reimbursed Administrative Agent and after giving effect to the Lenders for their reasonable out of pocket costs amendments contemplated by Section 1 above, no Default has occurred and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementis continuing.

Conditions of Effectiveness. The effectiveness of the increase in the Commitments in Section 2 of this Amendment and the amendments in Section 3 shall be subject to the satisfaction of each of the following conditions precedent:precedent (such date of effectiveness, the “Effective Date”): (a) the Administrative Agent shall have received the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Amendment executed by each Borrower, each other Loan Party, the Administrative Agent Agent, the Required Lenders and each Increasing Lender; (ii) a promissory note executed by the Company in favor of each Increasing Lender that has requested a promissory note at least two (2) Business Days in advance of the Effective Date; (iii) a certificate of the Company and each Subsidiary Guarantor that is a Domestic Subsidiary certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Person authorizing and approving the transactions contemplated hereunder and the Lendersexecution, which constitute the Majority Lenders, shall have duly delivery and performance of this Amendment; (iv) a certificate executed and delivered this Amendment pursuant to Section 13.04 by a Financial Officer of the Loan Agreement; provided, however, Company that this Amendment shall have no binding force or effect unless all the conditions set forth in this paragraphs (a) and (b) of Section 3 4.02 of the Credit Agreement have been satisfiedsatisfied on such date; (b) no Default or Event the representations and warranties of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement Parties contained in Section 5 shall have occurred be true and be continuingcorrect; (c) Borrower all fees of the Lead Arrangers and Administrative Agent the Increasing Lenders as set forth in those separate letter agreements dated as of February 26, 2016, shall have duly executed and delivered that certain Amendment to Fee Letter;been paid by the Company; and (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their all reasonable out of out-of-pocket costs and expenses (including incurred by the reasonable fees and expenses Administrative Agent as of Administrative Agent’s and the Lenders’ legal counsel) incurred date hereof in connection with the preparation, negotiation, execution and delivery of this Amendment pursuant and the other instruments and documents to Section 13.03(a)(i)(zbe delivered hereunder (including, without limitation, the reasonable fees, charges and disbursements of legal counsel for the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment) of shall have been paid by the Loan AgreementCompany.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become ---------------------------- effective as of the date first above written (the "Effective Date") when, and only when, the following conditions precedentprecedent have been satisfied: (a) BorrowerThe Agent shall have received on or before the Effective Date, Administrative in form and substance satisfactory to the Agent and in sufficient copies for each Lender Party: (i) counterparts of this Amendment executed by the Borrower and the Required Lenders and each Working Capital Lender or, as to any of the Lenders, which constitute advice satisfactory to the Majority Lenders, shall have duly Agent that such Lender has executed and delivered this Amendment; (ii) the consent attached hereto executed by each Guarantor (the "Consent"); (iii) a certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment pursuant and the matters contemplated hereby, and (B) each Guarantor approving the Consent and the matters contemplated thereby, and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to Section 13.04 this Amendment, the Consent and the matters contemplated hereby and thereby; (iv) a certificate of the Secretary or an Assistant Secretary of each Loan Agreement; provided, however, that Party certifying the names and true signatures of the officers of such Persons authorized to sign this Amendment shall have no binding force or effect unless all conditions set forth in and the Consent and the other documents to be delivered hereunder; and (v) a favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx, counsel for the Borrower, as to the due execution, validity and enforceability of this Section 3 have been satisfied;Amendment, the Loan Documents (as by this Amendment), and the Consent and as to such other matters as any Lender through the Agent may reasonably request. (b) no Default or Event of Default (All governmental and third party consents and approvals necessary in each case subject to any cure period provided under connection with the Loan Agreement) under the Loan Agreement transactions contemplated hereby shall have occurred been obtained (without the imposition of any conditions that are not acceptable not he Lenders) and shall remain in effect, and no law or regulation shall be continuing;applicable in the reasonable judgement of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herby. (c) Borrower On the Effective Date, the following statements shall be true and Administrative the Agent shall have received a certificate signed by a duly executed authorized officer of the Borrower, dated the Effective Date, stating that: (i) the representations and delivered that certain Amendment to Fee Letterwarranties contained in Section 4.01 of the Credit Agreement ar correct on and as of the Effective Date; and (ii) no Default exists under the Credit Agreement; (d) The Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior paid to the date hereof Agent for the account of each Lender that reduce executes this Amendment an amendment fee equal to 0.25% on the Exercise Price (as defined in sum of the Commitments of each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;Lender. (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) The Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket all costs and expenses (including required under Section 5 hereof. This Amendment is subject to the reasonable fees and expenses provisions of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) 8.01 of the Loan Credit Agreement.

Conditions of Effectiveness. The effectiveness This Second Amendment shall become effective as of Section 2 September 30, 2000 (the "Amendment Effective Date") when, and only if, the Agent shall have received on or before October 23, 2000 (the "Closing Date") a counterpart of this Second Amendment shall be subject to executed by the Borrower and the Banks and the following other conditions precedentshall have been satisfied on or before said date: (a) Borrower, Administrative the Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 received (with a copy for each of the Banks) a certificate of a Senior Officer of the Borrower dated the Closing Date and stating that: (i) the representations and warranties contained in Article 4 of the Existing Credit Agreement and in the other Loan Agreement; providedDocuments are correct on and as of the date of such certificate as though made on and as of such date (or, however, that this Amendment shall have no binding force if such representation or effect unless all conditions set forth in this Section 3 warranty is expressly stated to have been satisfiedmade as of a specific date, as of such specific date); (ii) no Event of Default or Default has occurred and is continuing or would result from the signing of this Second Amendment or the transactions contemplated hereby; and (iii) except as disclosed in the Waiver Request, there has been no material adverse change in the financial conditions, operations, Properties, business or business prospects of the Borrower and its Subsidiaries, since December 31, 1999, the date of the last audited financial statements furnished to the Agent; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement Agent shall have occurred received copies of any amendments to the articles of incorporation and be continuingby-laws of the Borrower, which have been authorized or became effective since June 30, 2000, certified as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower; (c) Borrower and Administrative the Agent shall have duly executed received a copy of the resolutions, in form and delivered substance satisfactory to the Agent, of the Board of Directors of the Borrower, authorizing the execution, delivery and performance by the Borrower of this Second Amendment, certified by the Secretary or an Assistant Secretary of the Borrower, which certificate shall be dated the Closing Date and shall state that certain Amendment to Fee Letterthe resolutions thereby certified have not been amended, modified, revoked or rescinded; (d) Borrower all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Second Amendment shall be satisfactory in form and substance to the Agent and the Agent shall have delivered to Administrative Agent amendments to each Warrant delivered prior received any and all other information and documents with respect to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by BorrowerBorrower which it may reasonably request; (e) Borrower Fleet shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case received payment of an amendment fee in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number amount of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)$60,000; and (f) Borrower Union Bank shall have paid or reimbursed Administrative received payment of an amendment fee in the amount of $40,000; and (g) Day, Xxxxx & Xxxxxx LLP, special counsel to the Agent and the Lenders for their reasonable out Fleet, shall have received payment of pocket costs and expenses (including the reasonable its legal fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with disbursements relating to this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementSecond Amendment.

Conditions of Effectiveness. The effectiveness (a) Each Section of this Amendment, with the exception of Section 2 1(i), shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied: (i) The Administrative Agent shall have received (i) counterparts of this Amendment shall be subject to executed by the following conditions precedent: (a) Borrower, the Administrative Agent and the those Lenders comprising Required Lenders or, as to any of such Lenders, which constitute advice satisfactory to the Majority LendersAdministrative Agent that such Lender has executed this Amendment, shall have duly and (ii) the consent attached hereto (the “Consent”) executed by each of the Guarantors. (ii) The representations and delivered this Amendment pursuant to Section 13.04 warranties set forth in each of the Loan Agreement; providedDocuments shall be correct in all material respects on and as of the Amendment Effective Date, howeverbefore and after giving effect to this Amendment, that this as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment shall have no binding force or effect unless all conditions set forth Effective Date, in this Section 3 have been satisfied;which case as of such specific date). (biii) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement No event shall have occurred and be continuing;, or shall result from the effectiveness of this Amendment, that constitutes a Default. (civ) Borrower All of the fees and expenses of the Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of counsel for the Administrative Agent’s ) due and payable on the Amendment Effective Date shall have been paid in full. (v) The Administrative Agent shall have received payment in full of an amendment fee equal to 0.075% of the sum of the Commitments of those Lenders that have executed and delivered to the Administrative Agent a signature page to this Amendment, which fee shall be for the ratable benefit of such Lenders. (b) Section 1(i) of this Amendment shall become effective as of the first date on which, and only if, each of the following conditions precedent shall have been satisfied: (i) The conditions precedent set forth in Sections 3(a)(i) through(v) shall have been satisfied. (ii) The Administrative Agent shall have received certified copies of (A) the resolutions of the Board of Directors, general partner or managing member, as applicable, of (1) the Borrower approving this Amendment and the Lenders’ legal counselmatters contemplated hereby and thereby and (2) incurred in connection each Guarantor approving the Consent and the matters contemplated hereby and thereby and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and the matters contemplated hereby and thereby. (iii) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of (A) the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment pursuant and (B) each Guarantor certifying the names and true signatures of the officers of such Guarantor authorized to Section 13.03(a)(i)(zsign the Consent. (iv) The Administrative Agent shall have received an opinion (or opinions) of counsel to the Loan Borrower in form and substance satisfactory to the Administrative Agent. (v) The Administrative Agent shall have received counterparts of this Amendment executed by all of the Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment. (c) The effectiveness of this Amendment is conditioned upon the accuracy of the factual matters described herein. This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.

Conditions of Effectiveness. (a) The effectiveness Administrative Agent, the Issuing Bank and the Banks have relied upon the representations and warranties in this Amendment in agreeing to the amendments to the Agreement set forth herein and the amendments to the Agreement set forth herein are conditioned upon and subject to the accuracy of Section 2 each and every representation and warranty of each of the Borrowers and the Parent made or referred to herein, and performance by each of the Borrowers and the Parent of its obligations to be performed under the Agreement on or before the date of this Amendment shall be subject (except to the following conditions precedent: (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;extent amended herein). (b) no Default The amendments to the Agreement set forth herein are further conditioned upon receipt by the Administrative Agent of certificates of the Secretary or Event Assistant Secretary of Default (each of the Borrowers and the Parent certifying those certain resolutions of each respective Board of Directors delivered to the Banks as of July 19, 1999 in each case subject to any cure period provided under connection with the Loan Agreement) under Credit Agreement have not been amended, rescinded or revoked and are in full force and effect as of the Loan Agreement shall have occurred and be continuing;date hereof. (c) Borrower The amendments to the Agreement set forth herein are further conditioned upon the Borrowers having paid all accrued and Administrative Agent shall have duly executed unpaid legal fees and delivered that certain Amendment expenses referred to Fee Letter;in Section 16 of the Agreement and Section 7 hereof. (d) Borrower shall have The amendments to the Agreement set forth herein are further conditioned upon the Borrowers having delivered to the Administrative Agent amendments to each Warrant delivered prior a favorable opinion addressed to the date hereof that reduce Banks and the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrantsdated as of even date hereof, in each case in form and substance satisfactory to the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent Banks and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s , from: Jones, Walker, Waechter, Poitevent, Carrere & Xxxxxxx, L.L.P., counsel to the Borrowers and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementParent.

Conditions of Effectiveness. The effectiveness of Section 2 of this Second Amendment shall be is subject to the following conditions precedentprecedent that: (a) the Administrative Agent shall have received (i) counterparts of this Second Amendment duly executed by the Borrower, the Lenders required to execute this Second Amendment in order to give effect hereto, and the Administrative Agent, and the Consent and Reaffirmation attached hereto as Annex II duly executed by each Guarantor, and (ii) such other opinions, instruments and documents as are reasonably requested by the Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedidentified on Annex III hereto; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement Borrower shall have occurred paid, to the extent invoiced at least one (1) Business Day in advance, all reasonable and be continuingdocumented fees and expenses of the Administrative Agent and its affiliates (including reasonable and documented attorneys’ fees and expenses) in connection with this Second Amendment and the other Loan Documents related to this Second Amendment; (c) Borrower and the Administrative Agent shall have duly executed received for the benefit of each Lender all fees and delivered that certain Amendment other amounts due and payable on or prior to the effective date of this Second Amendment, including without limitation, those fees described in the Fee Letter;Letter dated April 13, 2021 between the Borrower and JPMorgan Chase Bank, N.A.; and (d) Borrower the Administrative Agent shall have delivered to Administrative Agent amendments to each Warrant delivered received (i) at least five (5) days prior to the effective date hereof that reduce for this Second Amendment, all documentation and other information regarding the Exercise Price Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing by any Lender from the Borrower at least ten (as defined in each 10) days prior to such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material date and (ii) would be competitively harmful if publicly disclosed. to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (for 5) days prior to such number of shares as indicated opposite each Holder’s effective date, any Lender that has requested, in a written notice to the Borrower at least ten (as defined 10) days prior to such effective date, a Beneficial Ownership Certification in each such Warrant) name on Schedule I attached hereto); and (f) relation to the Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementreceived such Beneficial Ownership Certification.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the date first above written when, and only when, each of the following conditions precedenthas been fulfilled: (a) The Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, Administrative the Bank, the Agent and the LendersIssuing Bank, which constitute and (ii) the Majority Lendersfollowing, shall each dated the date hereof (except otherwise specified below), in form and substance satisfactory to the Agent and each Bank (except where otherwise specified below) and in sufficient quantity for each party to have a fully executed original: (A) the consent of AES, substantially in the form of Exhibit A hereto, duly executed by an authorized officer of AES; (B) certified copies of the resolutions of the Board of Directors (or comparable governing body) of AES NY authorizing the Borrower to enter into this Amendment, and delivered of all documents evidencing other necessary action (partnership, limited liability company or otherwise) and Governmental Approvals, if any, with respect to this Amendment; (C) a certificate of AES NY certifying the names, true signatures and incumbency of the officers of AES NY authorized to sign this Amendment pursuant and the other documents to Section 13.04 be delivered hereunder; (D) copies of the Loan Agreementcertificate of limited partnership, partnership agreement, certificate of formation and limited liability company agreement, as applicable, of the Borrower and AES NY, together with all amendments thereto, in each case certified in a manner satisfactory to the Agent; (E) good standing certificates in respect of the Borrower and AES NY from its jurisdiction of organization and each jurisdiction in which it is qualified to do business as partnership or limited liability company, as the case may be, in each case dated no earlier than 10 days prior to the date hereof; (F) a favorable opinion of Xxxxxxxxxx & Xxxxx LLP, special New York counsel to the Borrower and AES NY, in substantially the form of Exhibit B hereto; providedand (G) such other approvals, howevercertificates, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;opinions and documents as the Agent may reasonably request. (b) The following statements shall be true and the Agent shall have received a certificate of the Borrower, dated the date hereof and in sufficient copies for each Bank, stating that: (i) each Loan Document Representation and Warranty is true and correct on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of such date (with each reference in the Loan Documents to the Existing Agreement being deemed to be a reference to this Amendment and the Amended Agreement), and (ii) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have has occurred and be is continuing;, both before and after giving effect to the transactions contemplated by this Amendment. (c) Borrower The following statement shall be true and Administrative the Agent shall have duly executed received a certificate of AES, dated the date hereof and delivered that certain Amendment to Fee Letter;in sufficient copies for each Bank, stating that: the representations and warranties set forth in Section 5 of the Guaranty are true and correct on and as of the date hereof with the same effect as though made on and as of such date. (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered All fees payable on or prior to the date hereof that reduce pursuant to the Exercise Price (as defined letter agreement, dated April 16, 2003, between the Agent and the Borrower, and all amounts payable pursuant to Section 11.02 of the Existing Agreement for which invoices have been delivered to the Borrower on or prior to the date hereof, shall have been paid in each full or arrangements satisfactory to the Agent shall have been made to cause them to be paid in full on such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;date. (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred All Governmental Approvals necessary in connection with this Amendment pursuant to Section 13.03(a)(i)(z) and the transactions contemplated hereby shall have been obtained and be in full force and effect. All third party approvals necessary or, in the judgment of the Loan AgreementAgent, advisable in connection with this Amendment and the transactions contemplated hereby shall have been obtained and be in full force and effect. All such Governmental Approvals and third party approvals, if any, shall be in form and substance satisfactory to the Agent.

Conditions of Effectiveness. 5.1 The effectiveness adjustments and amendments set forth in Articles I, II and III and the limited waiver set forth in Article IV shall become effective as of Section 2 the date (the “Effective Date”) when, and only when, each of this Amendment shall be subject to the following conditions precedentprecedent shall have been satisfied: (a) Borrower, The Administrative Agent shall have received: (i) an executed counterpart hereof from each of the Credit Parties and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedLenders party hereto; (ii) to the extent requested by any Lender in accordance with Section 2.4(d) of the Credit Agreement, a Note or Notes for such Lender (which shall amend and restate all previous Notes, if any, issued to such Lender), in each case duly completed in accordance with the provisions of Section 2.4(d) of the Credit Agreement and executed by each Borrower; and (iii) the favorable opinions of (A) Xxxxx Day, special counsel to the Credit Parties, and (B) local foreign counsel to the applicable Credit Parties (or to the Administrative Agent) in the jurisdiction of organization of each Foreign Credit Party, all in form and substance reasonably satisfactory to the Administrative Agent. (b) The Administrative Agent shall have received all agreements, certificates, documents and other instruments as are reasonably determined by the Administrative Agent to be necessary to ensure the continued effectiveness and perfection of all Liens granted pursuant to the Foreign Pledge Documents and all related filings and registrations shall have been made (or arrangements therefor reasonably satisfactory to the Administrative Agent shall have been made). (c) The Administrative Agent shall have received a certificate, signed by the president, chief executive officer or chief financial officer of Crawford, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that, both immediately before and after giving effect to the consummation the transactions contemplated hereby to occur on the Effective Date and the making of any Loans to be made on the Effective Date and the application of the proceeds thereof, (i) all representations and warranties of the Credit Parties contained in this Amendment, the Credit Agreement and the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case as of the Effective Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date); (ii) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have has occurred and is continuing; (iii) no Material Adverse Effect has occurred since December 31, 2012, and there exists no event, condition or state of facts that could reasonably be continuing;expected to result in a Material Adverse Effect; and (iv) all conditions to the effectiveness of this Amendment set forth in this Section 5.1 have been satisfied or waived as required hereunder. (cd) Borrower and The Administrative Agent shall have duly executed received a certificate of the secretary or an assistant secretary or officer or director with similar responsibilities of each Credit Party executing any Credit Documents as of the Effective Date, dated the Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization (if applicable), and that the same has not been amended since the date of such certification, or, in the case of any U.S. Subsidiary Guarantor other than Xxxxxxxx & Company International, Inc., certifying that no changes have been made to the certificate of incorporation, certificate of formation or other organizational document that was delivered to the Administrative Agent on the Closing Date, (ii) that certain attached thereto is a true and complete copy of the bylaws, operating agreement, constitutional documents or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, or, in the case of any U.S. Subsidiary Guarantor other than Xxxxxxxx & Company International, Inc., certifying that no changes have been made to the bylaws, operating agreement, constitutional documents or similar governing document that was delivered to the Administrative Agent on the Closing Date, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party, authorizing the execution, delivery and performance of this Amendment and the other Credit Documents to Fee Letter;which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer or director of such Credit Party executing this Amendment or any of such other Credit Documents, and, as applicable, attaching all such copies of the documents described above. (de) Borrower The Administrative Agent shall have delivered received a certificate as of a recent date of the good standing of each Credit Party (other than any Credit Party organized in the United Kingdom or Australia) executing any Credit Documents as of the Effective Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (f) All approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Amendment and the other Credit Documents executed in connection with this Amendment shall have been obtained, without the imposition of conditions that are not acceptable to the Administrative Agent amendments to each Warrant delivered prior to in its reasonable discretion, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the date hereof that reduce the Exercise Price (Administrative Agent shall have received such copies thereof as defined in each such Warrant)it shall have reasonably requested; all applicable waiting periods shall have expired without any adverse action being taken or threatened by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or to impose materially adverse conditions upon, this Amendment or any of the form attached hereto as Exhibit B and duly executed by Borrower;other Credit Documents or that could reasonably be expected to have a Material Adverse Effect. (eg) Borrower The Administrative Agent shall have delivered received certified reports from an independent search service satisfactory to it listing any judgment or tax lien filing or UCC financing statement that names any Borrower or any of their respective U.S. Subsidiaries as debtor in any of the jurisdictions listed beneath its name on Annex B to the Security Agreement, as well as lien search results with respect to the Foreign Credit Parties in their jurisdiction of organization, and the results thereof shall demonstrate that there are no Liens on the property of any Borrower or Subsidiary other than Permitted Liens. (h) The Administrative AgentAgent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions necessary to perfect and ensure the priority of the Liens created under the Credit Agreement, the Credit Agreement or the Security Documents shall have been completed, or arrangements satisfactory to the Administrative Agent for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has completion thereof shall have been omitted because it is both made. (i) not material Crawford shall have paid (i) to the Arrangers and Xxxxx Fargo, the fees required under the Fee Letters to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof; and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined subject to any limitations set forth in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed the letter agreements from the Administrative Agent or any Arranger to Crawford executed in connection with this Amendment, all other fees and reasonable expenses of the Arrangers and the Lenders for their reasonable out of pocket costs and expenses Administrative Agent required hereunder or under any other Credit Document required to be paid on or prior to the Closing Date (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(zAmendment, the other Credit Documents and the transactions contemplated hereby. (j) The Administrative Agent shall have received an executed Financial Condition Certificate, attaching copies of the Loan AgreementProjections, which shall be in form and substance satisfactory to the Administrative Agent. (k) The Administrative Agent shall have received a solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent, from a Financial Officer of each Foreign Credit Party. (l) The Administrative Agent shall have received from each Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Conditions of Effectiveness. The effectiveness This Agreement shall become effective as of Section 2 the date first above written when, and only when, on or before July 31, 2002, the Agent shall have received counterparts of this Amendment shall be Agreement executed by the Borrowers and the Majority Banks or, as to any of the Banks, advice satisfactory to the Agent that such Bank has executed this Agreement. This Agreement is subject to the provisions of Section 8.01 of the Credit Agreement. Sections 1 through 3 hereof shall become effective when, and only when, on or before July 31, 2002, the Agent shall have additionally received all of the following conditions precedentdocuments, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Bank, in form and substance satisfactory to the Agent and the Majority Banks (unless otherwise specified) and in sufficient copies for each Bank: (a) BorrowerCertified copies of (i) the resolutions of the Board of Directors, Administrative Agent or the Executive Committee thereof, of each of the Borrowers approving this Agreement and the Lendersmatters contemplated hereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, which constitute if any, with respect to this Agreement and the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;matters contemplated hereby. (b) no Default A certificate of the Secretary or Event an Assistant Secretary of Default each Borrower certifying (in each case subject i) the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder and, (ii) that attached thereto is a complete and correct copy of the Certificate of Incorporation and Bylaws of such Borrower together with any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing;amendments thereto. (c) Borrower Favorable opinions of Xxxxxxx X. xxx Xxxxx, General Counsel of TWC, and Administrative Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Borrowers, substantially in the Form of Exhibit A hereto and as to such other matters as the Agent shall have duly executed and delivered that certain Amendment to Fee Letter;may reasonably require. (d) A certificate signed by a duly authorized officer of each Borrower shall have delivered stating that: (i) the representations and warranties contained in Section 5 are correct on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to Administrative Agent amendments to each Warrant delivered prior a date other than the date of such certificate; and (ii) after giving effect to the date hereof Consent and Fourth Amendment and the transactions contemplated therein, no event has occurred and is continuing that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;constitutes a Default. (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and A duly executed and fully effective L/C Agreement and an amendment to each of the Progeny Facility documents, other than those automatically amended by Borrower [****]= Certain confidential information contained in virtue of this documentAgreement, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number each dated the date of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); andthis Agreement. (f) Borrower shall have paid or reimbursed Administrative Agent The L/C Collateral Documents (other than the Mortgages and Additional Mortgages; each as defined in the Lenders L/C Agreement) and all documents required for their reasonable out perfection of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment Liens granted pursuant to Section 13.03(a)(i)(z) of the Loan Agreementsuch L/C Collateral Documents.

Conditions of Effectiveness. 3.1 The effectiveness of Section 2 limited consent set forth in Article I of this Amendment shall be subject to become effective as of the date (the “Consent Effective Date”) when, and only when, each of the following conditions precedentprecedent shall have been satisfied: (a) BorrowerThe Administrative Agent shall have received fifteen counterparts of this Amendment executed and delivered by IPC Holdings, IPCRe Limited, the Administrative Agent and the Required Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;. (b) no The representations and warranties of the Credit Parties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the Consent Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. (c) An amendment to the Max/BofA Credit Agreement in substantially the same form as this Amendment has been executed by the applicable obligors, the Administrative Agent and the Required Lenders (as defined in such Credit Agreement) and become effective (subject to Section 3.2(c) below). (d) No Default or Event of Default has occurred and is continuing or will result from the execution and delivery or effectiveness of this Amendment or the Amalgamation Agreement. (e) There has not occurred since December 31, 2007 any Material Adverse Effect. 3.2 The amendments set forth in Article II of this Amendment shall become effective as of the date (the “Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received the following (in such number as the Administrative Agent may deem appropriate): (i) A Guaranty in substantially the form of Exhibit A to this Amendment executed and delivered by each of IPC Holdings, Max Holdings, and if required by the Administrative Agent in its sole discretion, Max Capital and Amalco Sub pursuant to which such Person guarantees the Obligations under the Credit Agreement; (ii) Legal opinions of counsel to the Credit Parties (including, without limitation, opinions of New York and Bermuda counsel) as may be reasonably requested by the Administrative Agent; (iii) A certificate of Responsible Officer of IPC Holdings certifying that after giving effect to the amendments in Article II and filing of the Amalgamation Agreement: (A) No Default or Event of Default has occurred and is continuing or will result from the execution and delivery or effectiveness of the amendments set forth herein or the Amalgamation; (B) The representations and warranties of the Credit Parties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (C) There are no material insurance regulatory proceedings pending or, to the knowledge of such Responsible Officer, threatened against IPC Holdings, Max Holdings or any Insurance Subsidiary in any jurisdiction; and (D) There has not occurred since December 31, 2008 any Material Adverse Effect; (iv) A certificate of the secretary or an assistant secretary of each Credit Party (other than Max Holdings), in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation, memorandum of association (or another similar governing document) and all amendments thereto of such Credit Party, certified as of a recent date by the Registrar of Companies for the Bermuda Ministry of Finance, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents (and, if applicable, the Amalgamation Agreement) to which such Credit Party is or becomes a party, and as to the incumbency and genuineness of the signature of each officer of such Credit Party executing any such Credit Documents, and attaching all such copies of the documents described above; (v) A certificate of the secretary or an assistant secretary of Max Holdings, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the application for registration of an amalgamated company and resulting memorandum of association of Max Holdings and that the same has been presented for filing with the Registrar of Companies for the Bermuda Ministry of Finance, (ii) that attached thereto is a true and complete copy of the Bye-laws or similar governing document of Max Holdings then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of Max Holdings authorizing the execution, delivery of the Guaranty and the performance of the Guaranty, the Credit Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of Max Holdings executing the Guaranty or any of the other Credit Documents, and attaching all such copies of the documents described above; (vi) The Pro Forma Financial Statements and a Compliance Certificate executed by IPC Holdings calculated on a pro forma basis as of the date of the most recent year to date update of the Pro Forma Financial Statements provided after giving effect to the Amalgamation and this Amendment and certifying as to the IPC Holdings Debt Rating and updating the projections if there has been any material change from the projections delivered to the Lenders prior to the date of this Amendment; (vii) A Borrowing Base Certificate executed by IPCRe Limited calculated as of the close of business one Business Day prior to the Amendment Effective Date giving effect to the Amendments; (viii) The investment guidelines for IPC Holdings and its Subsidiaries which will be in effect on the Amalgamation Date; (ix) Satisfactory confirmation from A.M. Best Company that the current Financial Strength Rating of Max Bermuda and IPCRe Limited, either individually or on a group basis, is “A-” (stable) or better; and (x) True, complete and correct copies of the Amalgamation Agreement which shall be in full force and effect and shall not have been amended in a manner that is materially adverse to the Lenders since the Consent Effective Date except such amendments as have been approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and the other documents required to be executed in connection with the Closing (as defined in the Amalgamation Agreement). (b) All approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) in each jurisdiction where any of IPC Holdings, Amalco Sub, Max Capital, Max Bermuda, or IPCRe Limited underwrite or engage in material business or of other Persons (the failure of which to obtain would reasonably likely be materially detrimental to the Credit Parties or the Lenders), if any, required in connection with the execution and delivery of the Amalgamation Agreement, this Amendment (including the effectiveness of the amendments herein) and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained (without the imposition of restrictions or conditions that are materially adverse to the Administrative Agent, the Fronting Bank or the Lenders with respect to the transactions contemplated hereby), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested; all applicable waiting periods shall have expired or terminated; and no order, injunction or decree shall have been entered by, any Governmental Authority, in each case subject to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the Amalgamation, this Amendment or any cure period provided under of the Loan Agreement) under other Credit Documents or the Loan Agreement shall have occurred and be continuing;consummation of the transactions contemplated hereby or thereby. (c) Borrower and Administrative Agent All conditions precedent to the Closing (as defined in the Amalgamation Agreement) shall have duly executed been satisfied or otherwise waived (with the approval of the Administrative Agent), all necessary filings in connection therewith shall have been made, and delivered that certain the Amendment to Fee Letter;Effective Date will be the same as the Amalgamation Date. (d) Borrower shall have delivered to Administrative Agent The “Amendment Effective Date” under the Max/BofA Credit Agreement will occur concurrently with the Amendment Effective Date hereunder and either (x) no amendments to each Warrant delivered prior to other credit facilities of IPC Holdings and its Subsidiaries or Max Capital and its Subsidiaries, as applicable shall be necessary in connection with the date hereof that reduce consummation of the Exercise Price Amalgamation or (as defined in each y) if any such Warrant)amendments are required, in each case in such amendments are, or concurrently with the form attached hereto as Exhibit B and duly executed by Borrower;Amendment Effective Date will become, effective. (e) Borrower The Credit Parties shall have delivered to Administrative Agent, for provided the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their with all necessary information, documents and certificates as the Administrative Agent and the Lenders may reasonably request in order to comply with the Patriot Act and related “Know Your Customer” rules and regulations. (f) There has not occurred since December 31, 2008 any Material Adverse Effect. (g) The representations and warranties of the Credit Parties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (h) No Default or Event of Default has occurred and is continuing or will result from the effectiveness of the Amendments in Article II hereof or the Amalgamation Agreement. (i) All fees and reasonable out expenses of pocket costs and expenses the Administrative Agent (including the reasonable including, without limitation, legal fees and expenses of Administrative Agent’s and the Lenders’ legal counselinvoiced prior to such date) incurred in connection with this the Amendment pursuant Effective Date shall have been paid. (j) A letter from the process agent agreeing to Section 13.03(a)(i)(zthe service of process terms of each Guaranty or other Credit Document requiring the same. (k) of Such other documents, certificates, opinions and instruments in connection with the Loan Agreementtransactions contemplated hereby as the Administrative Agent shall have reasonably requested.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the date first above written (the "Amendment No. 4 Effective Date") when, and only when each of the following conditions precedent:shall have been satisfied (it being understood that the satisfaction of one or more of the following conditions may occur concurrently with the effectiveness of this Amendment): (a) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, Administrative Agent the Subsidiary Guarantors and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 Required Lenders (determined as of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all point in time at which each of the other conditions precedent set forth in this Section 3 have 2 has been satisfiedsatisfied and after giving effect to clause (c) below) or, as to any of the Required Lenders, advice satisfactory to the Administrative Agent that such Required Lender has executed this Amendment; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement Borrower shall have occurred and be continuingpaid to the Administrative Agent, for the benefit of each Lender approving this Amendment, an amendment fee equal to 0.25% on each such Lender's Tranche A Revolving Credit Commitment; (c) the Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letterprepaid (or concurrently with the effectiveness hereof; shall prepay) the Term B Facility in full; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed any and all out-of-pocket costs (to the extent invoiced) incurred by the Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of the Administrative Agent’s and the Lenders’ 's legal counsel) incurred ), and fees and other amounts payable to the Administrative Agent, in each case in connection with the arrangement, negotiation, preparation, execution and delivery of this Amendment; and (e) the Administrative Agent shall have received (i) a certified copy of the resolutions of the Board of Directors of the Borrower and each other Loan Party evidencing its approval of this Amendment, the increased Asset Securitization and the other matters contemplated hereby, and a certified copy of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment pursuant to Section 13.03(a)(i)(zand the other matters contemplated hereby; (ii) a certificate from a Responsible Officer of the Borrower to the effect that, as of the date hereof, (A) all representations and warranties made by the Borrower and each other Loan AgreementParty in this Amendment and each other Loan Document are true and correct in all material respects as if made as of the date hereof; other than any such representations or warranties that, by their terms, refer to a specific date other than the date hereof; in which case as of such specific date, and (B) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (iii) a bringdown legal opinion of Akin, Gump Strauss, Hauer & Feld, L.L.P. in form and substance satisfaxxxxx xo xxx Xdmixxxxrative Agent and its counsel (which shall cover, among other things, perfection and no conflicts).

Conditions of Effectiveness. The effectiveness This Waiver Letter and Amendment shall become effective as of Section 2 the date first above written (the “Amendment No. 1 Effective Date”) when, and only when, the Agent shall have received counterparts of this Waiver Letter and Amendment shall be subject executed by us and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Waiver Letter and Amendment, and the consent attached hereto executed by each Guarantor, and in addition the following conditions precedentshall have been met: (a) Borrower, the Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed received a certificate of the Secretary or an Assistant Secretary (or another Responsible Officer) of the Borrower certifying (i) that the representations and delivered warranties contained in this Waiver Letter and Amendment pursuant are true and correct in all material respects and that the resolutions adopted by each Loan Party authorizing the Credit Agreement and amendments thereto remain in full force and effect, (ii) that after giving effect to Section 13.04 this Waiver Letter and Amendment, the representations and warranties of each Borrower and each other Loan Party contained in each of the Loan Agreement; providedDocuments are true and correct on and as of the Amendment No. 1 Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, howeverin which case they shall be true and correct as of such earlier date) and (iii) that after giving effect to this Waiver Letter and Amendment, that no Default has occurred and is continuing or would result from this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;the matters and transactions contemplated hereby; and (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable all fees and expenses of Administrative Agent’s the Agent and its Affiliates then due and payable. This Waiver Letter is subject to the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to provisions of Section 13.03(a)(i)(z) 9.04 of the Credit Agreement and shall be deemed to be a Loan AgreementDocument for all purposes thereof.

Conditions of Effectiveness. (a) . (a) This Amendment shall become effective as of the date (the “Amendment Effective Date”) that each of the following conditions precedent shall have been satisfied (or waived in accordance with Section 12.02 of the Credit Agreement): (1) The effectiveness Administrative Agent shall have received (which may be by electronic transmission), in form and substance satisfactory to the Administrative Agent, a counterpart of this Amendment which shall have been executed by the Administrative Agent, the Issuing Bank, the Lenders, the Borrower and the Parent (which may be by PDF transmission); (2) Each of the representations and warranties set forth in Section 2 5 of this Amendment shall be subject to the following conditions precedent: (a) Borrower, Administrative Agent true and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedcorrect; (b3) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant)Since December 31, in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent2018, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, there has been omitted because it is both (i) not material and (ii) no event, development or circumstance that has had or would reasonably be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)expected to have a Material Adverse Effect; and (f4) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable all fees and expenses of due to the Lenders, the Administrative Agent’s , the Issuing Bank and the LendersArranger (including, but not limited to, reasonable attorneys’ legal counselfees of counsel to the Administrative Agent). (5) incurred The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the maturity date of the Second Lien Debt (as set forth in connection the Second Lien Documents) has been extended to a date that is no earlier than May 31, 2022. (6) The Administrative Agent shall have received a certificate, duly executed by a Responsible Officer of the Borrower and dated as of the date that the Second Lien Debt maturity extension contemplated by Section 4(a)(5) occurs, in form and substance reasonably acceptable to the Administrative Agent, certifying that attached thereto is a true, correct and complete duly executed copy of that certain First Amendment to Indenture and Notes, dated as of May 6, 2020, among the Parent, the Borrower and Wilmington Trust, National Association in its capacity as trustee and collateral agent. (b) Without limiting the generality of the provisions of Sections 6.01 and 6.02 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 4(a), each Lender that has signed this Amendment pursuant (and its permitted successors and assigns) shall be deemed to Section 13.03(a)(i)(z) of have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Loan AgreementAdministrative Agent shall have received written notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective on the following conditions precedentfirst date (the “Amendment No. 2 Effective Date”) on which: (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, Noteholders (or their counsel) shall have duly received from the Company and each Noteholder a counterpart of this Amendment executed and delivered this Amendment pursuant to Section 13.04 on behalf of such party; (b) the Noteholders shall have received a certificate signed by a Responsible Officer of the Loan Agreement; provided, however, Company certifying that this Amendment shall have no binding force or effect unless all the conditions set forth specified in clauses (c) and (d) of this Section 3 have been satisfiedsatisfied as of the Amendment No. 2 Effective Date; (bc) the representations and warranties contained in Section 5 of the Note Agreement and in the other Financing Documents shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date); provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof, in which case such qualified representations and warranties shall be true and correct in all respects; (d) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower continuing on and Administrative Agent shall have duly executed and delivered that certain as of the Amendment No. 2 Effective Date or immediately after giving effect to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrowerthis Amendment; (e) Borrower the Noteholders shall have delivered received fully executed copies of (i) the Credit Agreement Amendment, (ii) an amendment (the “Prudential Amendment) to Administrative Agentthat certain Amended and Restated Note Purchase and Private Shelf Agreement, for dated as of July 25, 2012, by and among the LendersCompany, new WarrantsPGIM, Inc. and each of the purchasers party thereto in respect of $150,000,000 principal amount of the Company’s 4.40% Series X-X Xxxxxx Xxxxx xxx Xxxx 00, 0000 (xx amended and supplemented, and in effect on the date hereof)], and (iii) an amendment (the “2016 MetLife Amendment) to that certain Note Purchase Agreement, dated as of August 26, 2016, by and among the Company and each of the purchasers party thereto in respect of ¥10,000,000,000 principal amount of the Company’s 0.78% Senior Notes due August 26, 2026 (as amended and supplemented, and in effect on the date hereof), in each case case, dated the date hereof and in form and substance reasonably satisfactory to the form attached hereto Required Holders; (f) the Company shall have paid, or caused to be paid, to each Noteholder an amendment fee equal to 0.05% of the aggregate principal amount of the Series B Notes held by such Noteholder as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosedof the Amendment No. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)2 Effective Date; and (fg) Borrower the Noteholders shall have received all fees required to be paid on or reimbursed Administrative Agent and prior to the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementNo. 2 Effective Date.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be is subject to the following conditions precedentprecedent that: (a) The Agent shall have received counterparts of this Amendment duly executed by the Borrower, Administrative Agent and each of the Lenders, which constitute each of the Majority Lenders, Incremental Lenders and the Agent. (b) The Agent shall have received counterparts of the Consent and Reaffirmation substantially in the form attached as Exhibit A hereto duly executed and delivered this by each Loan Party. (c) The Agent shall have received copies of each Loan Party’s Governing Documents, as amended, modified, or supplemented prior to the Amendment pursuant to Section 13.04 No. 2 Effective Date, certified by the Secretary or other authorized officer of the such Loan AgreementParty; provided, however, that this such certificate may certify that the Governing Documents of such Loan Party have not changed since delivered to the Agent on the Closing Date or Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter;No. 1 Effective Date, as applicable. (d) Borrower The Agent shall have delivered to Administrative Agent amendments to each Warrant delivered prior received a solvency certificate from the Chief Financial Officer of the Borrower, in form and substance satisfactory to the date hereof that reduce Agent, certifying to solvency as required pursuant to the Exercise Price (Credit Agreement, as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed amended by Borrower;this Amendment. (e) Borrower The Agent shall have delivered received a letter, in form and substance satisfactory to Administrative the Agent, for from the LendersRevolving Agent respecting the amount necessary to repay in full all of the obligations of the Loan Parties owing under the Revolving Credit Agreement and obtain a release of all of the Liens existing in favor of the Revolving Agent in and to the assets of the Loan Parties, new Warrants, together with termination statements and other documentation evidencing the termination by the Revolving Agent of its Liens in and to the properties and assets of the Loan Parties. (f) The Agent shall have received an opinion of the Loan Parties’ counsel in form and substance satisfactory to the Agent in each case in of the form attached hereto as Exhibit C following jurisdictions: Delaware; New York; Pennsylvania; and duly executed by Borrower [****]= Certain confidential information contained in this documentCanada. (g) To the extent applicable, marked by bracketsthe Agent shall have received a certificate of status with respect to the Borrower, has been omitted because it is both dated within thirty (30) days of the Amendment No. 2 Effective Date, such certificate shall (i) not material be issued by the appropriate officer of the Borrower’s jurisdiction of organization, and (ii) would be competitively harmful if publicly disclosed. (for indicate that the Borrower is in good standing in such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); andjurisdiction. (fh) Borrower The Loan Parties shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) all Lender Group Expenses outstanding and/or incurred in connection with the transactions evidenced by this Amendment pursuant and requested by Agent to Section 13.03(a)(i)(zbe paid. (i) The representations and warranties of the Loan AgreementParties contained in the Agreement or in each of the other Loan Document are true and correct as of the Amendment No. 2 Effective Date. (j) No default or event of default under the Loan Documents shall have occurred or shall result from the making of Incremental Term Loan by the Incremental Lenders.

Conditions of Effectiveness. The effectiveness of amendments to the Credit Agreement set forth in Section 2 of this First Amendment shall not be subject to effective until the date (such date, the “First Amendment Effective Date”) each of the following conditions precedentprecedent has been satisfied in full: (a) Borrower, The Administrative Agent shall have received the following: (i) a counterpart of this First Amendment executed by each of the parties hereto (which may be by telecopy transmission); (ii) Notes executed by the Borrower in favor of those Lenders increasing their Committed Sums hereunder and requesting such Notes, each in a principal amount equal to each such Lender’s Pro Rata Share of the Revolver Facility and Term Loan Facility (if such amount has increased) after giving effect to this Amendment; and (iii) Supplements to the Vessel Mortgages executed by the Borrower and the LendersCollateral Agent; (iv) A counterpart of that certain Master Assignment and Assumption Agreement dated effective as of even date herewith by and among certain Lenders and consented to and accepted by the Borrower and the Administrative Agent; and (v) from each Loan Party, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may require, certifying (A) resolutions authorizing the increase in the Aggregate Committed Sum and the execution and performance of this First Amendment and the other Loan Documents which constitute such Person is executing in connection herewith, (B) the Majority Lenders, shall have duly executed incumbency and delivered this Amendment pursuant to Section 13.04 signature of the Loan Agreement; providedofficer executing such documents, howeverand (C) that there has been no change in such Person’s Organization Documents since November 10, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have 2005 (or, if there has been satisfied;a change, attaching a copy thereof). (b) no Default or Event of Default (in each case subject to any cure period provided under All fees due and payable at the Loan Agreement) under the Loan Agreement First Amendment Effective Date shall have occurred been paid (including, without limitation but without duplication, the fees required by Section 7 of this First Amendment and the fees required to be continuing; (c) paid pursuant to the Fee Letter dated as of June 1, 2006, between the Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such WarrantRoyal Bank of Canada), in each case in and the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Attorney Costs of the Administrative Agent and to the Lenders for their reasonable out of pocket costs and expenses (including extent invoiced prior to, or on, the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this First Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementEffective Date.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective on the date when, and only when, the following conditions precedent:shall have been satisfied or waived (such date, the “Effective Date”): (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by (i) Holdings, (ii) the Borrower, (iii) each of the Guarantors, (iv) the Lenders (constituting the Required Lenders) and (v) any Increasing Lenders (as defined below) on, or prior to, 12:00 p.m., New York City time on October 17, 2017 (the “Consent Deadline”). (i) After giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article V of the Credit Agreement (as amended by this Amendment) and in any other Loan Document are true and correct in all material respects on and as of the Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (ii) no Default has occurred and is continuing, or would result from the occurrence of the Effective Date. (c) The Administrative Agent shall have received a certificate of the Borrower dated as of the Effective Date signed on behalf of the Borrower by a Responsible Officer of the Borrower, certifying on behalf of the Borrower as to the matters set forth in Section 2(b) above. (d) The Administrative Agent shall have received a certificate with respect to each Loan Party certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Loan Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable (or certifying that such organizational documents have not been amended, modified or supplemented since the Restatement Effective Date), (B) the bylaws or other governing document of such Loan Party as in effect on the Effective Date (or certifying that such organizational documents have not been amended, modified or supplemented since the Restatement Effective Date) and (C) resolutions duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment. (e) The Administrative Agent shall have received payment from the Borrower, (i) for the account of each Existing Lender (as defined below) holding a Revolving Credit Commitment that has executed and delivered a counterpart signature page to this Amendment at or prior to the Consent Deadline (or such later time as the Administrative Agent and the LendersBorrower shall agree), a consent fee (which constitute may take the Majority Lendersform of original issue discount) (the “Existing Revolving Lender Consent Fee”) in an amount equal to 0.15% of the aggregate existing Revolving Credit Commitment held by such Existing Revolving Lender immediately prior to giving effect to this Amendment (such aggregate existing Revolving Credit Commitments, shall have duly the “Existing Revolving Credit Commitments”), (ii) for the account of each Increasing Lender (as defined below) holding a Revolving Credit Commitment that has executed and delivered a counterpart signature page to this Amendment pursuant at or prior to Section 13.04 the Consent Deadline (or such later time as the Administrative Agent and the Borrower shall agree), a consent fee (which may take the form of original issue discount) (the “Increasing Revolving Lender Consent Fee”) in an amount equal to 0.25% of the Loan Agreement; providedaggregate Revolving Credit Commitment assumed or provided by such Increasing Lender on the Effective Date (and excluding for purposes of such calculation and for the avoidance of doubt, however, any Existing Revolving Credit Commitments of such applicable Increasing Lender referred to in the immediately preceding clause (i)) and (iii) for the account of each Term Lender that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly has executed and delivered that certain a counterpart signature page to this Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered at or prior to the date hereof that reduce Consent Deadline (or such later time as the Exercise Price (as defined in each such WarrantAdministrative Agent and the Borrower shall agree), in each case in a consent fee (which may take the form attached hereto of original issue discount) (the “Term Lender Consent Fee”, and, together with the Existing Revolving Lender Consent Fee and the Increasing Revolving Lender Consent Fee, the “Amendment Consent Fees”)) in an amount equal to 0.25% of the aggregate outstanding principal amount of Term Loans of such Lender as Exhibit B and duly executed by Borrower; (e) Borrower of the date hereof. The Amendment Consent Fees shall have delivered to Administrative Agentbe payable on the Effective Date and, for the Lendersonce paid, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) such fee or any part thereof shall not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); andrefundable. (f) The Borrower shall have paid (or reimbursed Administrative Agent and substantially concurrently with the Lenders for their reasonable out satisfaction of pocket costs and expenses (including the reasonable other conditions set forth herein, on the Effective Date, shall be paying) all fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant as previously agreed in writing by the Borrower and all reasonable out-of-pocket and documented expenses (including the fees and expenses of Shearman & Sterling LLP) incurred by the Arrangers and the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment required to Section 13.03(a)(i)(z) of the Loan Agreementbe paid in connection with this Amendment.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective (a) with respect Sections 1(c)(v), 1(d) and 1(g) hereof, as of July 5, 2002, and (b) with respect to all other provisions contained in Section 2 1 hereof, as of the date first above written, when, and only when, the Administrative Agent shall have received: (i) counterparts of this Amendment shall be subject to executed by the following conditions precedent: (a) Borrower, the Administrative Agent and the Required Lenders, which constitute (ii) for the Majority Lenders, shall have duly account of each Lender that delivers an executed and delivered counterpart of this Amendment pursuant to Section 13.04 on or before June 25, 2002, a nonrefundable amendment fee of 0.30% of such Lender's Commitment, in immediately available funds, and (iii) all of the Loan Agreement; providedfollowing documents, howevereach document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents), that in form and substance satisfactory to the Administrative Agent: (A) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Amendment and any other documents to be delivered hereunder. (B) A certificate of a Responsible Officer of the Borrower (the statements in which shall have no binding force or be true) stating that (1) after giving effect unless all conditions to the Waiver Letter, except as disclosed by Sierra Pacific Resources in its press release issued on June 11, 2002, the representations and warranties set forth in Article III of the Existing Agreement are true and correct on and as of the date hereof, both before and after giving effect to this Section 3 have been satisfied; Amendment, as though made on and as of such date, and (b2) after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default, and no Default or Event of Default (in each case subject to any cure period provided under would result from the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant)execution, in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number delivery or performance of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of or the Loan Agreementtransactions contemplated hereby.

Conditions of Effectiveness. The effectiveness of Section 2 of this Sixth Amendment shall be is subject to the satisfaction of the following conditions precedent:(the date of satisfaction of such conditions being referred to herein as the “Sixth Amendment Effective Date”): (a) Borrower, Administrative The Pro Rata Agent and the Lenders, which constitute the Majority Lenders, shall have duly received a counterpart of this Sixth Amendment, executed and delivered this by a duly authorized officer of each Borrower, each Subsidiary Guarantor, the Term Loan A Lenders and the Revolving Credit Lenders constituting the Required Pro Rata Facility Lenders immediately prior to the Sixth Amendment pursuant Effective Date and the Pro Rata Agent, in each case, in form and substance reasonably satisfactory to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedPro Rata Agent; (b) no The Borrowers shall have paid to the Pro Rata Agent for the account of each Term Loan A Lender and Revolving Credit Lender party hereto that has delivered an executed counterpart to this Sixth Amendment to the Pro Rata Agent prior to 5:00 p.m. New York City time on Monday, April 24, 2023, a consent fee in an amount equal to 0.15% of the aggregate principal amount of such Xxxxxx’s Term Loan A Commitment and Revolving Credit Commitment, taken together, as applicable; (c) The Pro Rata Agent shall have received a certificate signed by a Responsible Officer of the Borrowers as to the matters set forth in paragraphs (d) and (e) of this SECTION 2; (d) No Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have has occurred and be continuing; (c) Borrower is continuing both before and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior immediately after giving effect to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrowertransactions contemplated hereby; (e) Borrower The representations and warranties of each Loan Party set forth in SECTION 3(b) of this Sixth Amendment are true and correct and the representations and warranties of each Loan Party set forth in SECTIONS 3(a) and (c) of this Sixth Amendment are true and correct in all material respects on and as of the Sixth Amendment Effective Date (immediately after giving effect to this Sixth Amendment) as if made on as of such date, except in the case of any representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall have delivered to Administrative Agentbe true and correct in all material respects as of such earlier date; provided, for the Lenders, new Warrantsthat, in each case in the form attached hereto as Exhibit C and duly executed such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)materiality or “Material Adverse Effect”; and (f) Borrower All fees and expenses required to be paid hereunder or pursuant to the Credit Agreement shall have been paid in full in cash or reimbursed Administrative Agent will be paid in full in cash on the Sixth Amendment Effective Date, including, without limitation, all reasonable and the Lenders for their reasonable out of documented out-of-pocket costs and expenses (expenses, including the reasonable and documented fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementXxxxxx & Xxxxxxx LLP.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall become effective in the order and in the manner herein described, as of the first date upon which each of the conditions precedent set forth below in this Section 7 shall be subject to satisfied or waived in accordance with Section 9.08 of the following conditions precedent:Unamended Credit Agreement (such date, the “Amendment Effective Date”): (a) BorrowerThe representations and warranties set forth in the Amended Credit Agreement and the other Loan Documents shall be true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (b) Both on and as of the date hereof and on and as of the Amendment Effective Date, both before and after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default under the Unamended Credit Agreement, the Amended Credit Agreement and the other Loan Documents (c) The execution, delivery of, and the performance of this Amendment by Holdings, the Company and the other Borrowers is permitted under the terms of all Material Indebtedness. NYDOCS01/1271105.12 The Administrative Agent (or its counsel) shall have received from Holdings, the Company, the other Borrowers and each Subsidiary Loan Party and from each other party hereto (including (x) the Administrative Agent and each of the Consenting Lenders constituting the “Required Lenders” (as defined in the Unamended Credit Agreement) and (y) all Designated Lenders) either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Exiting Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Agreement. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders and each Issuing Bank on the Amendment Effective Date, a favorable written opinion of (i) Wachtell, Lipton, Xxxxx & Xxxx, special counsel for the Loan Parties, (ii) Xxxx Xxxxxxxx, in-house counsel for the Loan Parties, (iii) VanCott, Bagley, Cornwall & XxXxxxxx, Utah counsel for certain of the Loan Parties, (iv) Xxxxxxxx, Xxxxxx & Finger, Delaware counsel for certain of the Loan Parties, (v) Xxxxxxx, Fine, Xxxxxx & Xxxxxxx, LLP, Indiana counsel for certain of the Loan Parties, (vi) XxXxxxxx Xxxxxxx LLC, Ohio counsel for certain of the Loan Parties, (vii) Gentry, Locke, Xxxxx & Xxxxx, Virginia counsel for certain of the Loan Parties, and (viii) Xxxxxxx LLP, Maryland counsel for certain of the Loan Parties, in each case (A) dated the Amendment Effective Date, (B) addressed to each Issuing Bank on the Amendment Effective Date, the Administrative Agent and the Lenders, which constitute and (C) in form and substance reasonably satisfactory to the Majority Lenders, shall have duly executed Administrative Agent and delivered this Amendment pursuant covering such other matters relating to Section 13.04 of the Loan Agreement; provided, however, that this Amendment Documents as the Administrative Agent shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;reasonably request. (be) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and The Administrative Agent shall have duly executed received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii), (iv) and delivered that certain (v) below: (i) only if such document or item has not previously been delivered, or shall have changed since the latter of (x) its last date of its previous delivery to the Administrative Agent pursuant to the Unamended Credit Agreement, and (y) the Original Agreement Date, a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, as applicable, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date of the Amendment Effective Date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to Fee Letterthe good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date of the Amendment Effective Date (and if available, accompanied by a “bring down” dated as of the Amendment Effective Date) from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; (dii) Borrower shall a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment Effective Date and certifying: (A) (1) that attached thereto is a true and complete copy of the by laws (or partnership agreement, limited liability company agreement, operating agreement or other equivalent governing documents) of such Loan Party as in effect on the Amendment Effective Date and at all times since the date of the resolutions described in clause (B) below, or (2) that the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party, as in effect on the Amendment Effective Date, have delivered not been modified, rescinded or amended since the latter of (x) its last date of delivery to the Administrative Agent amendments to each Warrant delivered prior pursuant to the date hereof Unamended Credit Agreement and (y) the Original Agreement Date, NYDOCS01/1271105.12 that reduce attached thereto is a true and complete copy of resolutions duly adopted by the Exercise Price Board of Directors (as defined in each or equivalent governing body) of such Warrant)Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment Effective Date, (B) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed or delivered pursuant to clause (i) above, (C) as to the incumbency and specimen signature of each case officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (D) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; (iv) a Borrowing Base Certificate in the form attached hereto to the Amended Credit Agreement, dated as Exhibit B and duly executed by Borrower;of the Amendment Effective Date; and (ev) Borrower shall have delivered to such other documents as the Administrative Agent, for the LendersLenders and any Issuing Bank on the Closing Date may reasonably request (including without limitation, new Warrantstax identification numbers and addresses). (f) The Loan Parties shall be in full compliance with all elements of the Collateral and Guarantee Requirement required to be satisfied on the Amendment Effective Date, in each case and the Administrative Agent shall have received a completed Perfection Certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Company, together with all attachments contemplated thereby. (g) On the Amendment Effective Date, after giving effect to the transactions contemplated hereby, Holdings shall have outstanding no Indebtedness other than Indebtedness under the Holdings Credit Agreement, the Term Loan Credit Agreement or the Amended Credit Agreement, and the Borrowers and the Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under the Amended Credit Agreement, (ii) the Senior Subordinated Notes, (iii) the Second Lien Notes, (iv) the Term Loans, (v) the First Priority Notes, and (vi) other Indebtedness permitted pursuant to Section 6.01 of the Amended Credit Agreement. (h) The Lenders shall have received a solvency certificate substantially in the form attached hereto as Exhibit C to the Amended Credit Agreement and duly executed signed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both the Chief Financial Officer of the Company confirming the solvency of the Company and its Subsidiaries on a consolidated basis on the Amendment Effective Date. (i) The Administrative Agent shall have received from a Financial Officer of the Company, an officer's certificate to the effect that the execution, delivery and performance of this Amendment, the Amended Credit Agreement and the other Loan Documents by the Loan Parties, and the incurrence of Indebtedness under the Revolving Facility and the incurrence of the Liens pursuant to the Loan Documents, will not material conflict with, result in a breach of or constitute a default under, or give rise to a right of, or result in, any cancellation or acceleration under, any indenture, credit or loan agreement or other documents or instruments to which any Loan Party is party with respect to any Material Indebtedness, which certificate shall include reasonably detailed backup calculations, in form and (ii) would be competitively harmful if publicly disclosedsubstance reasonably acceptable to the Administrative Agent, demonstrating such absence of conflict. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); andNYDOCS01/1271105.12 (fj) Borrower The Agents shall have paid received all fees payable thereto or reimbursed Administrative Agent to any Lender on or prior to the Amendment Effective Date and, to the extent invoiced at least 2 Business Days prior to the Amendment Effective Date, all other amounts due and payable pursuant to the Lenders for their Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out of out-of-pocket costs and expenses (including the reasonable fees fees, charges and expenses disbursements of Administrative Agent’s Shearman & Sterling LLP and the Lenders’ legal local counsel) incurred in connection required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. For purposes of determining compliance with this Amendment pursuant the conditions specified above, each Lender shall be deemed to Section 13.03(a)(i)(z) have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan AgreementDocuments shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing, if any.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the date (the “Effective Date”) on which the following conditions precedent:shall have been satisfied (or waived): (a) the Administrative Agent shall have received counterparts of this Amendment executed by Parent, the Borrower, Administrative Agent the other Loan Parties party hereto and the Lenders, which constitute any Increasing Lenders and 2013 Incremental Term Lenders on, or prior to, 12:00 p.m., New York City time on May 22, 2013 (the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied“Consent Deadline”); (b) after giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties set forth in Article III of the Credit Agreement (as amended by this Amendment) shall be true and correct in all material respects as of the Effective Date (provided that, in each case such materiality qualifier shall not be applied to any representations or warranties that pursuant to their terms are already qualified by materiality or Material Adverse Effect), with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (c) immediately prior to and after giving effect to the transactions contemplated herein (including the borrowing of the 2013 Incremental Term Loans), the Senior Secured First Lien Net Leverage Ratio, determined on a Pro Forma Basis, is equal to or less than the Closing Date Senior Secured First Lien Net Leverage Ratio; (d) immediately prior to and after giving effect to the transactions contemplated herein, no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (ce) Borrower and the Administrative Agent shall have duly executed received a Borrowing Request in respect of the 2013 Incremental Term Loans to be made pursuant hereto, completed and delivered that certain prior to 9:00 am, New York City time one business day prior to the First Amendment to Fee LetterEffective Date; (df) Borrower the Administrative Agent shall have delivered to Administrative Agent amendments to each Warrant delivered prior received (i) a certified copy of the resolutions, in form and substance reasonably satisfactory to the date hereof that reduce Administrative Agent, of the Exercise Price board of directors, other managers or general partner of each Loan Party (as defined in each such Warrant)or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment and the performance of the Credit Agreement and the other Loan Documents, in each case as modified by this Amendment, certified as of the First Amendment Effective Date by a Responsible Officer of such Loan Party as being in the form attached hereto as Exhibit B full force and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agenteffect without modification or amendment, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (good standing certificates for such number Loan Party for each jurisdiction in which such Loan Party is organized; (g) the Administrative Agent shall have received such incumbency certificates and/or other certificates of shares Responsible Officers of each Loan Party as indicated opposite the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Holder’s Responsible Officer of such Loan Party authorized to act as an Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party; (h) the Administrative Agent shall have received a solvency certificate executed by a Financial Officer of the Borrower as defined to the solvency of the Loan Parties as of the First Amendment Effective Date (including the borrowing of the 2013 Incremental Term Loans); (i) the Administrative Agent shall have received the legal opinion of Proskauer Rose LLP in each such Warrantform and substance reasonably satisfactory to the Administrative Agent; (j) name on Schedule I attached heretothe Administrative Agent shall have received a certificate, dated as of the First Amendment Effective Date, signed by an Responsible Officer of the Borrower certifying as to compliance with the conditions precedent set forth in clauses (b), (c) and (d) of this Section 4; (k) the Borrower shall have paid to the Administrative Agent for the ratable account of the Lenders (prior to giving effect to this Amendment) an amount equal to the prepayment premium required to be paid by the Borrower pursuant to Section 2.08(b) of the Credit Agreement (prior to giving effect to this Amendment); and (fl) the Borrower shall have paid or reimbursed Administrative Agent all reasonable, documented and invoiced out-of-pocket expenses of the Lenders for their reasonable out of pocket costs and expenses Lead Arranger (including the reasonable fees fees, disbursements and expenses other charges of Administrative Agent’s and Shearman & Sterling LLP, counsel to the Lenders’ legal counselLead Arrangers) incurred in connection with the preparation and negotiation of this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementAmendment.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment This Agreement shall be subject to become effective on the date on which the following conditions precedent:precedent shall have been satisfied (or waived by the Required Lenders): (a) BorrowerThe receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Required Lenders: (i) by the Lenders and the Administrative Agent, executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note by such Lender; (iii) by the Lenders and the Administrative Agent, executed counterparts of the Collateral Documents and the Guaranty, together with: (A) by the Lenders and the Administrative Agent, if any of the Pledged Equity Interests (other than in respect of the Equity Interests of Lux Holdco) shall be uncertificated securities (as defined in Article 8 of the UCC), confirmation and evidence satisfactory to the Required Lenders that the security interest in such uncertificated securities has been transferred to and perfected for the Administrative Agent for the benefit of the Secured Parties in accordance with Section 9-106 of the Uniform Commercial Code; (B) by the Lenders and the Administrative Agent, proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Required Lenders may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described therein; (C) by the Lenders, copies of any other Uniform Commercial Code, judgment, tax lien, Intellectual Property, or other searches reasonably requested by the Required Lenders with respect to the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably acceptable to the Required Lenders); and (D) by the Lenders, evidence that all other actions, recordings and filings that the Required Lenders may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents have been taken or made (including receipt of duly executed payoff letters, UCC-3 termination statements and consent agreements, if applicable) or arrangements therefor satisfactory to the Required Lenders shall have been made; (iv) the 2019 Mortgage, covering each of the Specified Barge Rigs listed on Schedule 5.07(A), duly executed by the appropriate Loan Party, together with: (A) evidence that the 2019 Mortgage has been duly executed, acknowledged and delivered and is in form suitable for filing or recording with the United States Coast Guard and all other filing or recording offices that the Required Lenders may deem necessary or desirable in order to create a valid second and subsisting Lien on the Specified Barge Rigs described therein in favor of the Administrative Agent as trustee for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid (or arrangements for such payment satisfactory to the Required Lenders shall have been made); and (B) to the Lenders, evidence that all other actions that the Required Lenders may deem necessary or desirable in order to create valid second and subsisting Liens on the property described in the Mortgages has been taken, including delivery of an abstract of title evidencing that the 2019 Mortgage has been recorded with the National Vessel Documentation Center, and such other documentation as the Lenders and the Administrative Agent may require, including a certificate of ownership, copy of certificate of documentation, and copy of certificate of financial responsibility (for each jurisdiction where applicable) with respect to each Specified Barge Rig; (v) to the Lenders and the Administrative Agent, such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (other than Lux Holdco), as the Required Lenders may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vi) to the Lenders and the Administrative Agent, such documents, agreements and certifications as the Required Lenders may reasonably require to evidence that each Loan Party (other than Lux Holdco), is duly organized or formed, and that each of the Loan Parties is validly existing and in good standing (to the extent that such latter concept is applicable in the relevant jurisdiction) in its jurisdiction of organization; (vii) to the Lenders and the Administrative Agent, a favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) to the Lenders and the Administrative Agent, favorable opinions of local counsel to the Loan Parties in Delaware, Louisiana, Nevada and Oklahoma, addressed to the Administrative Agent and each Lender, covering such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ix) a favorable opinion of local counsel to the Loan Parties in Luxembourg, addressed to the Administrative Agent and each Lender, covering such customary matters concerning Lux Holdco as the Required Lenders may reasonably request; (x) a favorable opinion of local counsel to the Administrative Agent in Luxembourg, addressed to the Administrative Agent and each Lender, covering such customary matters concerning the validity, perfection and enforceability of the Loan Documents governed by Luxembourg law as the Required Lenders may reasonably request; (xi) to the Lenders, which constitute a certificate of a Responsible Officer of the Majority LendersBorrower either (1) attaching copies of all consents (including, shall have duly executed without limitation, from any Governmental Authority, shareholder or other third-party), licenses and delivered this Amendment pursuant to Section 13.04 approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect (except that the following consents do not need to be attached to such certificate to the extent delivered as attachments to any other certificate delivered on the Closing Date: (A) any consents of a member or partner of a Loan Party that are required with respect to the pledge of equity under such Loan Party’s Organization Documents and (B) any resolutions by each Loan Party’s governing body authorizing and approving the Loan Documents), or (2) stating that no such consents, licenses or approvals are so required; (xii) to the Lenders and the Administrative Agent, executed counterparts of the Senior Lien Intercreditor Agreement; provided; (xiii) to the Lenders and the Administrative Agent, howeverexecuted copies of the ABL Credit Agreement and the other ABL Loan Documents; (xiv) to the Lenders and the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying that this Amendment shall have no binding force or effect unless all the conditions set forth specified in this Section 3 4.02(a) and Section 4.02(b) have been satisfied; (bxv) no Default or Event to the Lenders, a reasonably satisfactory opening balance sheet of Default (in each case subject the Borrower and its consolidated Subsidiaries giving pro forma effect to any cure period provided under the Loan Agreement) under transactions occurring on the Loan Agreement shall have occurred effective date of the Plan of Reorganization and be continuinga customary funds flow memorandum; (cxvi) to the Lenders, copies of the Audited Financial Statements and unaudited interim consolidated financial statements of the Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment its consolidated Subsidiaries for each fiscal quarterly period ended subsequent to Fee LetterDecember 31, 2018 as to which such financial statements are available, accompanied by a certificate of a Responsible Officer of the Borrower; (dxvii) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant)Lenders, in each case a Solvency Certificate in the form attached hereto as Exhibit B and duly F, executed by a Responsible Officer of Borrower; (exviii) Borrower shall have delivered to the Lenders and the Administrative Agent, for all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and the Beneficial Ownership Regulation at least five (5) Business Days prior to the Closing Date to the extent the same have been requested at least ten (10) Business Days prior to the Closing Date; (xix) to the Lenders, new Warrantsevidence and documentation in form and substance reasonably satisfactory to the Required Lenders that, prior to or substantially concurrently with the Closing Date, Borrower has received cash proceeds of not less than $95,000,000 from the Rights Offering (as defined in the RSA), as such amount may be reduced to provide for netting of fees and expenses (xx) to the Lenders, projections of the consolidated balance sheets, results of operations, cash flow and unused Commitments for the Borrower and its consolidated Subsidiaries covering the period from January 1, 2019 through the Maturity Date, prepared on a quarterly basis for the fiscal year ending on December 31, 2019 and an annual basis for each fiscal year ending December 31, 2020, December 31, 2021 and December 31, 2022 (the “Initial Projections”), prepared by a Responsible Officer of the Borrower having responsibility over financial matters, all in form and substance reasonably satisfactory to the Required Lenders; (xxi) to the Lenders, such other assurances, certificates (including a perfection certificate, if requested), documents, reports (including any environmental reports), consents or opinions as any Lender reasonably may require; and (xxii) to the Lenders, with regard to Lux Holdco: (A) an up-to-date copy of the constitutional documents of Lux Holdco; (B) an excerpt delivered by the RCS pertaining to Lux Holdco dated no earlier than one (1) Business Day prior to the date of this Agreement; (C) a non-registration certificate (certificat de non-inscription d’une decision judiciaire) from the RCS pertaining to Lux Holdco and dated no earlier than one (1) Business Day prior to the date of this Agreement, stating that no judicial decision has been registered with the RCS by application of article 13, items 2 to 11bis and article 14 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies as well as the accounting and the annual accounts of companies, as amended (the “RCS Law”), according to which Lux Holdco would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings. (D) a copy of a resolution of the board of directors of Lux Holdco: (1) approving the terms of, and the transactions contemplated by, this Agreement and the Loan Documents to which it is a party and resolving that it execute, deliver and perform this Agreement and the Loan Documents to which it is a party; (2) authorizing a specified person or persons to execute this Agreement and the Loan Documents to which it is a party on its behalf; and (3) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or dispatched by it under or in connection with this Agreement and the Loan Documents to which it is a party. (E) a specimen of the signature of each person authorized by the resolution referred to in paragraph (D) above; (F) a certificate of a Responsible Officer of Lux Holdco confirming that: (1) it is not subject to bankruptcy (faillite), pre-bankruptcy, insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée); (2) it is not, on the date of the Agreement, in a state of cessation of payments (cessation de paiement) and has not lost its commercial creditworthiness; (3) no application has been made by it or, as far as it is aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any insolvency or similar proceedings; (4) no application has been made by it for a voluntary or judicial winding-up or liquidation; and (5) borrowing or guaranteeing or securing, as appropriate, the Obligations would not cause any borrowing, guarantee, security or similar limit binding Lux Holdco to be exceeded. (G) a certificate of an authorized signatory of Lux Holdco certifying that each case copy document relating to it specified in this Section 4.01(a) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. (H) a copy of the shareholders’ register of the Lux Holdco (prior to the registration of the pledge created under the Lux Share Pledge Agreement) evidencing that Xxxxxx North America Operations, LLC owns 100% of the outstanding Equity Interests of Lux Holdco. (I) evidence reasonably satisfactory to the Required Lenders that Lux Holdco and one or more other Loan Parties shall, in the aggregate, have acquired and directly own 100% of the outstanding Equity Interests of Xxxxxx Drilling Arctic Operating, LLC, Quail Tools, L.P., Xxxxxx Drilling Offshore USA L.L.C. and Quail USA, LLC. (b) The Administrative Agent and Lenders shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, without limitation, all filing and recording fees and Taxes and, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (including all such reasonable fees, charges and disbursements of counsel to the Administrative Agent, paid directly to such counsel if requested by the Administrative Agent). (c) The Loan Parties’ capital structure and financing plan shall be satisfactory to the Required Lenders (it being agreed and understood that the capital structure and financing plan as set forth in the RSA as in effect on the “RSA Effective Date” as defined in the RSA, and as amended by any amendments consented to in writing by the Required Lenders, shall be deemed satisfactory to the Required Lenders). (d) The Bankruptcy Court shall have entered the Confirmation Order, in form attached hereto and substance reasonably satisfactory to the Required Lenders, such order shall have become a Final Order and all conditions to the effectiveness of the Plan of Reorganization shall have been satisfied or waived in accordance therewith. (e) Prior to or substantially concurrently with the Closing Date, DIP Credit Agreement (as Exhibit C defined in the ABL Credit Agreement) shall have been terminated and duly executed by Borrower [****]= Certain confidential information contained all Obligations (as defined in this document, marked by brackets, has the DIP Credit Agreement) shall have been omitted because it is both paid in full in cash (other than (i) indemnification obligations and other contingent obligations not material then due and payable and as to which no claim has been made and (ii) would be competitively harmful if publicly disclosed. (for such number any letters of shares as indicated opposite each Holder’s credit issued thereunder that constitute Existing Letters of Credit (as defined in each such Warrant) name on Schedule I attached heretothe ABL Credit Agreement); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement).

Conditions of Effectiveness. The effectiveness of Section 2 All provisions of this Third Amendment (other than the amendment set forth in Section 1(o) hereof) shall be subject to effective upon satisfaction of, or completion of, the following conditions precedentfollowing: (a) the Administrative Agent shall have received counterparts of this Third Amendment executed by the Borrower, Administrative Agent and the Required Lenders, which constitute the Majority Lenders, shall have duly executed each Lender that is increasing its Revolving Credit Commitment and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedacknowledged by each Guarantor; (b) no Default or Event the representations and warranties set forth in Section 2 of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement this Third Amendment shall have occurred be true and be continuingcorrect; (c) Borrower and the Administrative Agent shall have duly executed received a certificate of the Borrower dated as of the Third Amendment Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and delivered attaching the resolutions adopted by the Borrower approving or consenting to such increase and authorizing the execution, delivery and performance of this Third Amendment and the New Revolving Loan Notes, and (ii) certifying that, before and after giving effect to such increase, (A) each of the conditions set forth in Section 4.02 of the Credit Agreement shall have been satisfied; (B) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents that certain are subject to materiality and Material Adverse Effect qualifications are true and correct in all respects and the representations and warranties contained in Article V of 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, on and as of the Third Amendment Effective Date, except to Fee Letterthe extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (C) no Default exists; (d) Borrower the Administrative Agent shall have delivered to Administrative Agent amendments to each Warrant delivered prior received a favorable opinion of counsel to the date hereof that reduce Borrower covering the Exercise Price (as defined matters set forth in each such WarrantSections 2(c), in each case in the form attached hereto as Exhibit B (d) and duly executed by Borrower(e) of this Third Amendment; (e) Borrower to the extent requested by a Lender, the Administrative Agent shall have delivered to Administrative Agent, received a fully-executed New Revolving Loan Note for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both such Lender; (i) not material All fees required to be paid to the Administrative Agent and BofA Securities, Inc. on or before the Third Amendment Effective Date shall have been paid and (ii) would all fees required to be competitively harmful if publicly disclosed. paid to the Lenders on or before the Third Amendment Effective Date shall have been paid; (for g) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent directly to such number of shares as indicated opposite each Holder’s counsel to the extent invoiced prior to or on the Third Amendment Effective Date; (as defined h) since December 31, 2018, there shall not have occurred any event or condition that has had or could reasonably be expected to have, either individually or in each such Warrant) name on Schedule I attached hereto)the aggregate, a Material Adverse Effect; and (fi) Borrower the Administrative Agent shall have paid or reimbursed received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementAgent shall reasonably require.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Second Amendment shall be and the amendments and consent provided herein, are subject to the satisfaction of the following conditions precedent: (a) The Agent shall have received the following, each dated as of the Second Amendment Effective Date and in sufficient executed originals for each Lender: (1) this Second Amendment, duly completed and executed by the Borrower, Administrative each Guarantor, the Agent and each Lender; (2) the Escrow Agreement, duly completed and executed by the Borrower, PXRE Group, the Agent and the Lendersescrow agent named therein; and (3) the favorable opinion of Xxxxxx, which constitute Xxxxx & Xxxxxxx, LLP, counsel to the Majority LendersBorrower and the Guarantors, shall have duly executed in form reasonably satisfactory to the Agent and delivered this Amendment pursuant to Section 13.04 of substantially covering such opinion matters as the Loan Agreement; provided, however, that this Amendment shall have no binding force Agent or effect unless all conditions set forth in this Section 3 have been satisfied;any Lender may reasonably request. (b) The Agent shall have received a certificate, signed by the president or chief financial officer of each Credit Party, in form and substance satisfactory to the Agent, certifying that (i) all representations and warranties of such Credit Party contained in this Second Amendment, the Existing Credit Agreement (subject to the updating of the representations and warranties therein pursuant to this Second Amendment) and the other Credit Documents are true and correct as of the Second Amendment Effective Date, both immediately before and after giving effect to the consummation of the Preferred Share Transactions and the application of the proceeds thereof, (ii) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have has occurred and is continuing, both immediately before and after giving effect to the consummation of the of the Preferred Share Transactions and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the of the Preferred Share Transactions and the application of the proceeds thereof, no Material Adverse Change has occurred since December 31, 2000, and there exists no event, condition or state of facts that could reasonably be continuing;expected to result in a Material Adverse Change, and (iv) all conditions to the consummation of the of the Preferred Share Transactions have been satisfied and have not been waived or amended without the prior written consent of the Required Lenders. (c) Borrower and Administrative The Agent shall have duly executed received a certificate, signed by the president or chief financial officer of each of the Borrower and delivered PXRE Group certifying that certain Amendment all of the proceeds from the sale and issuance of the Preferred Shares, net of the reasonable expenses incurred in connection therewith and the required deposit of funds into the Escrow Agreement, shall have been contributed as capital to Fee Letter;the Insurance Subsidiaries and describing the nature and amount of such contributions in reasonable detail. (d) Borrower The Agent shall have delivered received certificates of the secretary, clerk or director, as applicable, or an assistant secretary, clerk or director, as applicable, of each Credit Party, in form and substance satisfactory to Administrative the Agent amendments to each Warrant delivered and dated no earlier than thirty (30) days prior to the Second Amendment Effective Date, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation and all amendments thereto of such Credit Party, as the case may be, certified, to the extent applicable, as of a recent date hereof by the Secretary of State (or comparable Governmental Authority) of its jurisdiction or organization, and that reduce the Exercise Price same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or memorandum and articles of association, as defined applicable, of such Credit Party, as the case may be, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or duly authorized committee thereof) of such Credit Party authorizing the execution, delivery and performance of this Second Amendment and the Preferred Share Purchase Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such WarrantCredit Party executing this Second Amendment. (e) The Credit Parties shall have duly complied with and performed all of their agreements and conditions set forth in the Preferred Share Purchase Documents required to be complied with or performed by them on or prior to the Second Amendment Effective Date and the Agent shall have received evidence satisfactory to it that (i) the Preferred Share Transactions shall have been consummated in compliance with the Preferred Share Purchase Documents and all applicable Requirements of Law and (ii) the proceeds from the sale and issuance of the Preferred Shares, net of the reasonable expenses incurred in connection therewith and the required deposit of funds pursuant to the Escrow Agreement, shall have been contributed as capital to the Insurance Subsidiaries. (f) The Agent shall have received a Covenant Compliance Worksheet, duly completed and certified by the chief financial officer or treasurer of PXRE Group and the Borrower and in form and substance satisfactory to the Agent, demonstrating PXRE Group's and Borrower's compliance with the financial covenants set forth in Sections 6.1 through 6.4, determined on a pro forma basis as of September 30, 2001, after giving effect to the consummation of the Preferred Share Transactions. (g) The Preferred Share Purchase Documents shall not have been amended, modified and supplemented, nor any condition or provision thereof waived, other than as approved by the Agent and the Required Lenders and shall be in full force and effect. (h) The Lenders shall have received a certificate as of a recent date of the good standing or existence of each of the Credit Parties under the law of their respective state or country of organization. (i) All approvals, permits and consents of any Governmental Authorities or other Person required in connection with the execution and delivery of this Second Amendment and the consummation of the Preferred Share Transactions shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Agent and the Required Lenders), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Agent shall have received such copies thereof as it shall have requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Second Amendment or the consummation of the Preferred Share Transactions, or that, in the form attached hereto as Exhibit B opinion of the Agent and duly executed by Borrower;the Required Lenders, would otherwise be reasonably likely to have a Material Adverse Effect. (ej) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) The Borrower shall have paid or reimbursed Administrative the fee that is due and payable under Section 2.9(a), together with all other fees and expenses of the Agent and the Lenders for their reasonable out of pocket costs and expenses required hereunder or under any other Credit Document to be paid on or prior to the Second Amendment Effective Date (including the reasonable fees and expenses of Administrative counsel to the Agent’s and the Lenders’ legal counsel) incurred in connection with this Second Amendment pursuant to Section 13.03(a)(i)(zand the transactions contemplated hereby. (k) Each of the Loan representations and warranties contained in the Existing Credit Agreement, this Second Amendment and the other Credit Documents shall be true and correct on and as of the Second Amendment Effective Date with the same effect as if made on and as of such date, both immediately before and after giving effect to the consummation of the Preferred Share Transactions and the application of the proceeds thereof, except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date. (l) No Default or Event of Default shall have occurred and be continuing, both immediately before and after giving effect to the consummation of the Preferred Share Transactions and the application of the proceeds thereof. (m) The Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the Preferred Share Transactions and this Second. Amendment as it shall have reasonably requested.

Conditions of Effectiveness. This Amendment shall become effective as of the date first above written (the “Effective Date”) when, and only when, each of the following conditions have been satisfied: (i) The effectiveness of Section 2 Agent shall have received counterparts of this Amendment shall be subject executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the following conditions precedent:Agent that such Lender has executed this Amendment; (aii) The Agent shall have received for the ratable account of each Lender, a closing fee of 0.15% of the aggregate Commitments (and upon receipt of such fee from the Borrower, Administrative the Agent will distribute the ratable portion of such fee to each Lender no later than the close of business on the second business day after receipt thereof by the Agent); (iii) The Agent shall have received, for its own account, all fees and other amounts payable to it pursuant to that certain fee letter dated as of December 5, 2003, between the Agent and the Lenders, which constitute Borrower. (iv) Certified copies of the Majority Lenders, shall have duly executed and delivered resolutions of the Board of Directors of the Borrower approving this Amendment pursuant and the matters contemplated hereby, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under and the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)matters contemplated hereby; and (fv) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder and thereunder. (vi) The Agent shall have paid or reimbursed Administrative Agent received evidence satisfactory to it that U.S. Bank National Association has released all liens and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred security interests granted to it in connection with this the U.S. Bank Credit Agreement. This Amendment pursuant is subject to the provisions of Section 13.03(a)(i)(z) 8.01 of the Loan Credit Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be Agreement is subject to the following conditions precedent:precedent (the first date on which such condition precedents have been satisfied or waived being the “Effective Date”): (a) The Administrative Agent shall have received each of the following: (i) counterparts of this Agreement, duly executed by each Credit Party and each Lender; (ii) (x) a copy of the certificate of formation of the Borrower, certified by the Secretary of State of Delaware as of a recent date, (y) a copy of the limited liability company agreement of the Borrower (or a certification that there have been no changes to the limited liability company agreement of the Borrower previously delivered to the Administrative Agent) and (z) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of this Agreement, in each case, certified by a corporate secretary or assistant secretary of the Borrower and in form, scope and substance acceptable to the Administrative Agent; (iii) a written opinion of Borrower’s counsel, in form, scope and substance acceptable to the Administrative Agent; (iv) payment in full, in immediately available funds, to the Administrative Agent for the account of each Lender that executes and delivers a counterpart to this Agreement (A) an amendment fee in an amount equal to 0.20% of (x) the sum of such Lender’s Revolving Commitment and outstanding Term Loans immediately prior to giving effect to this Agreement(with respect to each such Lender, such Lender’s “Existing Hold”) less (y) the amount, if any, of such Lender’s Existing Hold that is assigned in connection with this Agreement; and (B) an upfront fee in an amount equal to 0.50% of the excess, if any, of (x) the sum of such Lender’s Revolving Commitment and outstanding Term Loans immediately after giving effect to this Agreement(including any (i) Incremental Term Loan Commitments extended and (ii) Revolving Commitments and outstanding Term Loans assumed in connection with this Agreement) over (y) such Lender’s Existing Hold; (v) payment in full, in immediately available funds in an amount equal to $1,250,000 as a prepayment of the Revolving Loans under the Credit Agreement, to the Administrative Agent for the account and the Lenders, which constitute ratable benefit of each Lender holding outstanding Revolving Commitments immediately prior to giving effect to the Majority Lenders, Amendment (it being understood and agreed that for all purposes under the Credit Agreement such payment shall have be treated as a prepayment under subsection 2.4B and shall be accompanied by any amounts payable under subsection 2.6D); (vi) payment of all fees due and payable to the Administrative Agent under that certain engagement letter duly executed and delivered this Amendment pursuant to Section 13.04 of by the Loan Agreement; provided, however, that this Amendment shall have no binding force Borrower on or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce in favor of the Exercise Price (as defined in each such Warrant)Administrative Agent and GE Capital Markets, in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)Inc.; and (fvii) a copy of an Incremental Term Loan Assumption Agreement from each Incremental Term Loan Lender making Incremental Term Loans on the Effective Date, duly executed by such Incremental Term Loan Lender and the Borrower. (b) The Borrower shall have paid or reimbursed Administrative Agent and received not less than $5,750,000 in gross cash proceeds from the Lenders for their reasonable out funding of pocket costs and expenses Incremental Term Loans (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement“Effective Date Incremental Term Loans”).

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective upon satisfaction of the following conditions precedent: : Lender shall have received (i) four (4) copies of this Amendment executed by Borrowers and consented and agreed to by Guarantors, (ii) the Fourth Consolidated, Amended and Restated Secured Promissory Term Note duly executed by Borrowers, (iii) a Fifth Deed of Trust Modification Agreement duly executed by Borrowers, (iv) an updated title policy with respect to the Real Estate Collateral which shall indicate that there are no Liens on the Real Estate Collateral other than Permitted Liens, (v) an amendment fee in the amount of $10,000, which amount shall be charged by Lender to Borrowers' loan account as a Revolving Loan, (vi) updated UCC tax, lien and judgment searches with respect to all locations where the Collateral is located which shall indicate that there are (a) Borrower, Administrative Agent no Liens on the Collateral other than Permitted Liens and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default suits or Event of Default judgments against any Borrower, (in each case subject to any cure period provided under the Loan Agreementvii) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and UCC-1 Financing Statements duly executed by Borrower; Borrowers with respect to all Collateral located in Florida, (evii) resolutions of the Board of Directors of each Borrower duly authorizing the execution, delivery and performance of this Agreement, the Fourth Consolidated, Amended and Restated Promissory Term Note, the Fifth Deed of Trust Modification Agreement and the transactions contemplated therein, which resolutions shall have delivered to Administrative Agent, for be certified by the Lenders, new Warrants, Secretary or Assistant Secretary of such Borrower as being in each case in the form attached hereto as Exhibit C full force and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material effect and (iiviii) would such other certificates, instruments, documents, agreements and opinions of counsel as may be competitively harmful if publicly disclosed. (for such number required by Lender or its counsel, each of shares as indicated opposite each Holder’s (as defined which shall be in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent form and the Lenders for their reasonable out of pocket costs substance satisfactory to Lender and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal its counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent:precedent shall have been satisfied (or waived by the Required Lenders): (a) Borrower, The Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed received, in form and delivered substance satisfactory to the Administrative Agent, counterparts of this Amendment pursuant to Section 13.04 executed by each of the Loan Agreement; providedParties, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;the Lenders collectively comprising at least the Required Lenders and the Administrative Agent. (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement The Administrative Agent shall have occurred received, in form and be continuing;substance satisfactory to the Administrative Agent, counterparts of an amendment to the Intercreditor Agreement in substantially the form of Exhibit A attached hereto executed by each of the parties party thereto. (c) Borrower and The Administrative Agent shall have duly executed received, in form and delivered substance satisfactory to the Administrative Agent, an amendment to each of the KeyBank 2015 Credit Agreement, the KeyBank 2017 Credit Agreement, the Xxxxx Fargo Credit Agreement and the PNC Bank Credit Agreement, it being understood that, in each case, any such amendment that certain is in substantially the same form as this Amendment to Fee Letter;or otherwise substantially consistent with the summary of amendment terms previously approved by the Administrative Agent shall be deemed satisfactory. (d) Borrower The Administrative Agent shall have delivered received a certificate of a Secretary or an Assistant Secretary of the Company certifying (i) as to Administrative Agent the resolutions authorizing the transactions contemplated by this Amendment, (ii) that there have been no amendments to each Warrant delivered prior the formation documents of the Borrower since June 30, 2020, or, if there have been any amendments, attaching copies of such amendments, and (iii) that there have been no changes to the date hereof that reduce the Exercise Price (incumbency of officers authorized to execute this Amendment since June 30, 2020, or, if there have been any changes, certifying as defined in each to any such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;changes. (e) The Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both consummated (ior shall substantially simultaneously consummate) not material and (ii) would be competitively harmful if publicly disclosed. (for such number an issuance of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); andQualifying Senior Secured Notes. (f) To the extent invoiced to the Borrower shall have paid or reimbursed at least one (1) Business Day prior to the Amendment Effective Date, all of the reasonable out-of-pocket expenses of the Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of one firm of counsel for the Administrative Agent’s ) due and payable on the Lenders’ legal counsel) incurred Amendment Effective Date shall have been paid in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementfull.

Conditions of Effectiveness. The effectiveness This Amendment is subject to --------------------------- the provisions of Section 2 8.01 of the Credit Agreement. This Amendment shall become effective as of the date first above written when, and only when the Agent shall have received counterparts of this Amendment shall be subject executed by the Borrower and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment when the Agent shall have additionally received all of the following conditions precedentdocuments, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender: (a) Borrower, Administrative Agent and Notes to the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 order of each of the Loan Agreement; provided, however, that Lenders in a principal amount equal to each such Lender's Commitment after giving effect to this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;Amendment. (b) no Default or Event Certified copies of Default (in each case subject i) the resolutions of the Board of Directors of the Borrower approving the incurrence of the Indebtedness contemplated by this Amendment and the Notes and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to any cure period provided under this Amendment, the Loan Agreement) under Notes and the Loan Agreement shall have occurred matters contemplated hereby and be continuing;thereby. (c) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and Administrative Agent shall have duly executed true signatures of the officers of the Borrower authorized to sign this Amendment, the Notes and the other documents to be delivered that certain Amendment to Fee Letter;hereunder and thereunder. (d) A copy of a certificate of the Secretary of State of the State of Delaware, dated reasonably near the date hereof, listing the certificate of limited partnership of the Borrower shall have delivered to Administrative Agent and each amendment thereto on file in his or her office and certifying that (A) such amendments are the only amendments to each Warrant delivered prior the Borrower's certificate of limited partnership on file in his or her office, (B) the Borrower has paid all franchise taxes to the date hereof that reduce of such certificate and (C) the Exercise Price (as defined Borrower is duly organized and in each such Warrant), in each case in good standing under the form attached hereto as Exhibit B and duly executed by Borrower;laws of the State of Delaware. (e) Borrower shall have delivered to Administrative AgentA certified copy of the Partnership Agreement, duly executed. (f) A favorable opinion of Xxxxxxx X. Xxxx, Esq., Senior Vice President--Legal for the LendersBorrower, new Warrants, in each case substantially in the form attached hereto of Exhibit D to the Credit Agreement and as Exhibit C and to such other matters as any Lender through the Agent may reasonably request. (g) A certificate signed by a duly executed by authorized officer of the Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both stating that: (i) not material The representations and (ii) would be competitively harmful if publicly disclosed. (for warranties contained in Section 4 hereof are correct on and as of the date of such number certificate as though made on and as of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)date; and (fii) Borrower shall have paid or reimbursed Administrative Agent No event has occurred and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementis continuing that constitutes a Default.

Conditions of Effectiveness. The effectiveness This Amendment shall become effective simultaneously with the consummation of Section 2 the Acquisition under and as defined in the Share Exchange Agreement dated as of January 5, 1997 among Republic Industries, Inc., National, Santa Anna Xxxdings, Inc. and Emerald Investors, L.L.C. when, and only when, the Trustee, the NFC Collateral Agent and the Liquidity Agent shall have received counterparts of this Amendment executed by NFLP, National, the Trustee, the NFC Collateral Agent, the Liquidity Agent, the Series 1996-2 Noteholder, and the Series 1996-2 Enhancement Providers, and counterparts of the Consent hereto executed by the Dealers and the Liquidity Lenders, and Sections 2 and 3 hereof shall be subject become effective when, and only when, (I) such Acquisition shall have been consummated (it being understood and agreed by the parties hereto that Sections 2 and 3 hereof shall become effective simultaneously with such consummation) and (II) the Trustee, the NFC Collateral Agent and the Liquidity Agent shall have received all of the following documents, each document (unless otherwise indicated) being dated, or dated as of, the date hereof and in form and substance satisfactory to the following conditions precedentTrustee, the NFC Collateral Agent and the Liquidity Agent: (ai) Borrower, Administrative Agent and The written consent of the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered Rating Agencies to this Amendment pursuant or, as to Section 13.04 of any Rating Agency, the Loan Agreement; providedwritten confirmation by such Rating Agency that, howeverupon giving effect to this Amendment, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedthe Rating Agency Condition will be met with respect to such Rating Agency; (bii) no Default A certificate of the Secretary or Event an Assistant Secretary of Default (in each case subject of the General Partner of NFLP, National and the Series 1996-2 Noteholder, certifying the names of the individual or individuals authorized to any cure period provided under sign this Amendment, together with a sample of the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in true signature of each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)individual; and (fiii) Borrower shall have paid or reimbursed Administrative Agent An opinion of counsel for NFLP, which counsel is acceptable to the Trustee, stating that the amendment of the Lease and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with Series 1996-2 Supplement made by this Amendment pursuant does not affect any Noteholder other than the Series 1996-2 Noteholder (which opinion may, to Section 13.03(a)(i)(z) the extent the same is based on any factual matter, rely upon an Officer's Certificate as to the truth of the Loan Agreementsuch factual matter).

Conditions of Effectiveness. The effectiveness This Amendment No. 1 shall become effective upon satisfaction of Section 2 of this Amendment shall be subject to the following conditions precedent: (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, : Lender shall have duly executed and delivered received (i) four (4) copies of this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly No. 1 executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would an amendment fee equal to $25,000, which fee shall be competitively harmful if publicly disclosedcharged to Borrower's account with Lender on the date of Amendment No. 1, (for such number iii) executed SCEM LC Mortgages in recordable form and in form and substance satisfactory to Lender, (iv) executed UCC-1 financing statements in form and substance satisfactory to Lender necessary to perfect Lender's Lien upon the assets subject to the Mortgage, (v) a counterpart of shares the First Amendment to Gas and Natural Gas Liquids Purchase Agreement dated as indicated opposite each Holder’s of October 1, 2000, between Borrower and SPS, and joined in by SCEM, in form and substance satisfactory to Lender (the "First Amendment"), covering SPS's right to offset against payables owing to Borrower by SPS under the Gas and Natural Gas Liquids Purchase Agreement dated as defined in each such Warrant) name on Schedule I attached heretoof March 14, 2000, between Borrower and SPS (the "Gas Purchase Agreement"); and (f) , amounts owing by Borrower shall have paid or reimbursed Administrative Agent and to SCEM under the Lenders for their reasonable out SCEM ISDA Agreement, with Lender's execution of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant No. 1 being evidence of its consent to Section 13.03(a)(i)(z) Borrower's execution of the Loan AgreementFirst Amendment for the purpose of amending the Gas Purchase Agreement to implement the offset provisions contained in the First Amendment, (vi) an opinion of counsel from Gardere & Wynnx xx form and substance satisfactory to Lender, (vii) subordination agreement with the Trustee under the Indenture in form and substance satisfactory to Lender and (viii) and such other certificates, instruments, documents and agreements as may be required by Lender or its counsel, each of which shall be in form and substance satisfactory to Lender and its counsel.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the following conditions precedentdate hereof (the “Third Amendment Effective Date”) when, and only when: (a) Borrowerthe Agent shall have received counterparts of (i) this Amendment duly executed by the Company, Administrative the Banks and the Agent and (ii) a reaffirmation of each Guaranty by each applicable Guarantor; (b) A certificate or certificates of the Secretary or an Assistant Secretary of each Borrower and each Guarantor, attesting to and attaching (i) a copy of the corporate resolution of such Person authorizing the execution, delivery and performance of this Amendment and the Credit Agreement as amended hereby, if applicable, and the other Loan Documents to which it is a party (ii) an incumbency certificate showing the names and titles, and bearing the signatures of, the officers of such Borrower or Guarantor authorized to execute this Amendment, if applicable, and the other Loan Documents to which it is a party and (iii) a copy of the Organizational Documents of such Borrower or Guarantor with all amendments thereto; (c) a Certificate of Good Standing for the Company and each Guarantor certified by the Secretary of State or equivalent body in the applicable jurisdiction of incorporation; (d) an opinion of counsel to the Company, the Guarantors and any Borrowing Subsidiary, addressed to the Agent and the LendersBanks, which constitute in form and substance acceptable to the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Agent; (e) a certificate signed by a Responsible Officer that the conditions specified in Section 13.04 6.3 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 Credit Agreement have been satisfied; (bf) no Default or Event all of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred Agent’s accrued costs, fees and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to expenses through the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case and all fees set forth in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower Fee Letters shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)fully paid; and (fg) Borrower the Senior Note Agreements shall have paid or reimbursed Administrative Agent and been amended in a manner satisfactory to the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent:precedent shall have been satisfied (or waived by the Required Lenders): (a) Borrower, The Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed received, in form and delivered substance satisfactory to the Administrative Agent, counterparts of this Amendment pursuant to Section 13.04 executed by each of the Loan Agreement; providedParties, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;the Lenders collectively comprising at least the Required Lenders and the Administrative Agent. (b) no Default or Event of Default (in each case subject to any cure period provided All loans and other obligations owing by the Borrower under the Loan Agreement) under Existing KeyBank Credit Agreement and the Loan Xxxxx Fargo Credit Agreement shall have occurred and be continuing;been, or substantially concurrently with the Amendment Effective Date shall be, paid in full. (c) Since September 28, 2020 and on or prior to the Amendment Effective Date, the Borrower and its Subsidiaries shall have received Net Cash Proceeds in an aggregate amount of no less than $95,000,000 from one or more Asset Dispositions, issuances of Equity Interests, Debt Issuances (including any issuance of Additional Senior Secured Notes (as defined in Section 1)) and/or other Mandatory Prepayment Events. (d) The Administrative Agent shall have duly executed received, in form and delivered that certain Amendment substance satisfactory to Fee Letter; (d) Borrower shall have delivered to the Administrative Agent amendments Agent, an amendment to each Warrant delivered prior to of the date hereof that reduce JPM Credit Agreement and the Exercise Price (as defined in each such Warrant)PNC Bank Credit Agreement, it being understood that, in each case case, any such amendment that is in substantially the same form attached hereto as Exhibit B and duly executed this Amendment or otherwise substantially consistent with the summary of amendment terms previously approved by Borrower;the Administrative Agent shall be deemed satisfactory. (e) Borrower The Administrative Agent shall have delivered to Administrative Agent, for received a certificate of a Secretary or an Assistant Secretary of the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both certifying (i) not material and as to the resolutions authorizing the transactions contemplated by this Amendment, (ii) would be competitively harmful that there have been no amendments to the formation documents of the Borrower since June 30, 2020, or, if publicly disclosed. there have been any amendments, attaching copies of such amendments, and (for iii) that there have been no changes to the incumbency of officers authorized to execute this Amendment since June 30, 2020, or, if there have been any changes, certifying as to any such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); andchanges. (f) The Borrower shall have paid or reimbursed to the Administrative Agent for the benefit of each Lender that executes and delivers a signature page to this Amendment on or prior to the Lenders for their Amendment Effective Date (each, a “Consenting Lender”) a consent fee in an amount equal to 0.10% of the outstanding principal amount of each Consenting Lender’s Loans. (g) To the extent invoiced to the Borrower at least one (1) Business Day prior to the Amendment Effective Date, all of the reasonable out out-of-pocket expenses of pocket costs and expenses the Administrative Agent (including the reasonable fees and expenses of one firm of counsel for the Administrative Agent’s ) due and payable on the Lenders’ legal counsel) incurred Amendment Effective Date shall have been paid in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementfull.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent:precedent shall have been satisfied (or waived by the Required Lenders): (a) Borrower, The Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed received, in form and delivered substance satisfactory to the Administrative Agent, counterparts of this Amendment pursuant to Section 13.04 executed by each of the Loan Agreement; providedParties, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;the Lenders collectively comprising at least the Required Lenders and the Administrative Agent. (b) no Default or Event of Default (in each case subject to any cure period provided All loans and other obligations owing by the Borrower under the Loan Agreement) under KeyBank 2015 Credit Agreement and the Loan Xxxxx Fargo Credit Agreement shall have occurred and be continuing;been, or substantially concurrently with the Amendment Effective Date shall be, paid in full. (c) Since September 28, 2020 and on or prior to the Amendment Effective Date, the Borrower and its Subsidiaries shall have received Net Cash Proceeds in an aggregate amount of no less than $95,000,000 from one or more Asset Dispositions, issuances of Equity Interests, Debt Issuances (including any issuance of Additional Senior Secured Notes (as defined in Section 1)) and/or other Mandatory Prepayment Events. (d) The Administrative Agent shall have duly executed received, in form and delivered that certain Amendment substance satisfactory to Fee Letter; (d) Borrower shall have delivered to the Administrative Agent amendments Agent, an amendment to each Warrant delivered prior to of the date hereof that reduce KeyBank 2017 Credit Agreement and the Exercise Price (as defined in each such Warrant)JPM Credit Agreement, it being understood that, in each case case, any such amendment that is in substantially the same form attached hereto as Exhibit B and duly executed this Amendment or otherwise substantially consistent with the summary of amendment terms previously approved by Borrower;the Administrative Agent shall be deemed satisfactory. (e) Borrower The Administrative Agent shall have delivered to Administrative Agent, for received a certificate of a Secretary or an Assistant Secretary of the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both certifying (i) not material and as to the resolutions authorizing the transactions contemplated by this Amendment, (ii) would be competitively harmful that there have been no amendments to the formation documents of the Borrower since June 30, 2020, or, if publicly disclosed. there have been any amendments, attaching copies of such amendments, and (for iii) that there have been no changes to the incumbency of officers authorized to execute this Amendment since June 30, 2020, or, if there have been any changes, certifying as to any such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); andchanges. (f) The Borrower shall have paid or reimbursed to the Administrative Agent for the benefit of each Lender that executes and delivers a signature page to this Amendment on or prior to the Lenders for their Amendment Effective Date (each, a “Consenting Lender”) a consent fee in an amount equal to 0.10% of the outstanding principal amount of each Consenting Lender’s Loans. (g) To the extent invoiced to the Borrower at least one (1) Business Day prior to the Amendment Effective Date, all of the reasonable out out-of-pocket expenses of pocket costs and expenses the Administrative Agent (including the reasonable fees and expenses of one firm of counsel for the Administrative Agent’s ) due and payable on the Lenders’ legal counsel) incurred Amendment Effective Date shall have been paid in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementfull.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be is subject to the following conditions precedent: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed by (i) the Borrower, (ii) the applicable Issuing Banks, (iii) the Swingline Lender, (iv) the “Required Lenders” under and as defined in the Existing Credit Agreement, (v) the Required Lenders under the Amended Credit Agreement (after giving effect to the Funding Transactions), (vi) each New Lender and (vii) the Administrative Agent; (b) the Lenders shall have received (i) satisfactory audited consolidated financial statements of the Borrower for the three most recent fiscal years ended prior to the Amendment No. 3 Effective Date as to which such financial statements are available, (ii) satisfactory unaudited interim consolidated financial statements of the Borrower for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) subject to Section 9.12 of the Amended Credit Agreement, satisfactory financial statement projections through and including the Borrower’s 2025 fiscal year, together with such information as the Administrative Agent and the LendersLenders shall reasonably request (including, which constitute without limitation, a detailed description of the Majority Lenders, assumptions used in preparing such projections); (c) the Administrative Agent shall have duly executed received (i) by such time and delivered this Amendment pursuant date as required by Section 2.03 of the Amended Credit Agreement, a Borrowing Request in respect of any amounts to Section 13.04 be borrowed or re-borrowed under the Amended Credit Agreement on the date hereof, and (ii) such documents, certificates, legal opinions and other deliveries as the Administrative Agent or its counsel may reasonably request, including, without limitation, relating to the organization, existence and good standing (or the equivalent in the applicable jurisdiction) of the Loan Agreement; providedParties, howeverthe authorization of the transactions contemplated hereby and by the Amended Credit Agreement and any other legal matters relating to the Loan Parties, that this Amendment shall have no binding force the Loan Documents or effect unless the transactions contemplated hereby or thereby, all conditions in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (d) the representations and warranties of the Loan Parties set forth in this Section the Amended Credit Agreement and each other Loan Document shall be true and correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or Material Adverse Effect) on and as of the Amendment No. 3 have been satisfiedEffective Date; (be) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (cf) Borrower and the Administrative Agent shall have duly executed and delivered that certain Amendment a first priority perfected security interest in the Collateral, subject to Fee LetterPermitted Liens, as required by the Collateral Documents; (dg) Borrower no injunction or temporary restraining order exists and no litigation has commenced or is otherwise pending which would prohibit the effectiveness hereof or of the Amended Credit Agreement or the extension of any Loan or issuance, renewal or extension of any Letter of Credit thereunder; (h) the Administrative Agent shall have delivered to received evidence that all regulatory, legal and other third-party approvals necessary, or, in its reasonable discretion, advisable, in connection with this Amendment and the Transactions and the continuing operations of the Borrower and the Restricted Subsidiaries shall have been obtained and be in full force and effect; (i) the Loan Parties shall have provided all information reasonably requested by the Administrative Agent amendments (or by any Co-Syndication Agent upon written notice by such Co-Syndication Agent to the Borrower and the Administrative Agent) to allow such Co-Syndication Agent or the Administrative Agent to conduct flood due diligence and flood insurance compliance with respect to any Mortgaged Real Property reasonably satisfactory to each Warrant Co-Syndication Agent and the Administrative Agent and the Administrative Agent shall have received confirmation (which confirmation may be delivered via email) from each Co-Syndication Agent of the foregoing; (j) the Administrative Agent shall have received, (i) at least five days prior to the date hereof that reduce Amendment No. 3 Effective Date, all documentation and other information regarding the Exercise Price (as defined Borrower requested in each such Warrant)connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in each case in writing of the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered at least 10 days prior to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material Amendment No. 3 Effective Date and (ii) would to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Amendment No. 3 Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Amendment No. 3 Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (ii) shall be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached heretodeemed to be satisfied); and (fk) Borrower the Administrative Agent shall have received (x) all fees and other amounts due and payable on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid or reimbursed by the Borrower under the Amended Credit Agreement and the other Loan Documents, (y) all accrued and unpaid interest under the Existing Credit Agreement and all accrued and unpaid fees under Sections 2.12(a) and 2.12(b) of the Existing Credit Agreement and (z) all amounts (if any) owing by the applicable Lenders (including any New Lender) pursuant to Section 2(c). If any LC Disbursements and/or Swingline Loans are outstanding as of the Amendment No. 3 Effective Date, such LC Disbursements and/or Swingline Loans shall be repaid, together with any interest accrued thereon. The Administrative Agent shall notify in writing the Borrower and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementAmendment No. 3 Effective Date, and such notice shall be conclusive and binding. For the avoidance of doubt, the parties hereto acknowledge and agree that (i) the Funding Transactions shall be deemed to have occurred immediately following the effectiveness of the amendments provided under Section 1(a) and (ii) the effectiveness of the Post-Funding Amendments shall be subject to (x) the effectiveness the amendments provided under Section 1(a) and (y) consummation of the Funding Transactions.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become --------------------------- effective as of the date first above written when, and only when, the following conditions precedentprecedent have been satisfied: (ai) Borroweron or before 12:00 noon (New York City time) on August 14, 2000 or such later date as the Administrative Agent and the LendersBorrower shall agree (the "Closing Date"), which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain received ------------ counterparts of (i) this Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered the Required Lenders or, as to Administrative Agent, for any of the Lenders, new Warrants, in each case in advice satisfactory to the form attached hereto as Exhibit C and duly Administrative Agent that such Required Lender has executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material Amendment and (ii) would be competitively harmful if publicly disclosed. the Consent attached hereto executed by each Loan Party (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached heretoother than the Borrower); and (fA) Borrower an amendment fee for the account of each Lender that approves this Amendment in an amount equal to 0.25% of such Lender's aggregate Commitments (prior to giving effect to any change in such Lender's aggregate Commitments to be effected in connection herewith pursuant to Section 1 of this Amendment) shall have paid or reimbursed been received by the Administrative Agent for the account of the Lenders executing this Amendment on or prior to the Closing Date, and (B) the fees set forth in the fee letter dated as of August 14, 2000 between the Borrower and the Lenders Agents shall have been received by the Administrative Agent for their reasonable out the benefit of pocket costs and expenses the Agents on or prior to the Closing Date, and (including iii) the reasonable fees and expenses of Administrative Agent’s counsel to the Agents previously accrued and invoiced has been received by counsel to the Lenders’ legal counsel) incurred in connection with Agents on or prior to the Closing Date. The effectiveness of this Amendment pursuant to Section 13.03(a)(i)(z) is conditioned upon the accuracy of the Loan factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Existing Credit Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be and the amendment of the Existing Credit Agreement set forth herein is subject to the satisfaction of the following conditions precedent:precedent (the date on which all of such conditions shall first be satisfied (or waived), which in the case of clause (b) may be substantially concurrent with the satisfaction of the other conditions specified below, the “Amendment Effective Date”): (a) BorrowerThe Administrative Agent’s (or its counsel’s) receipt of copies of the following: (i) counterparts of this Amendment executed by (i) the Borrowers, the Guarantors and all Revolving Credit Lenders and Term A Lenders under the Existing Credit Agreement (constituting the Required Lenders thereunder), and (ii) the 2019 New Revolving Credit Lenders; or, as to any of the foregoing Lenders or 2019 New Revolving Credit Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; (ii) the Notes payable to the order of the Revolving Credit Lenders and Term A Lenders to the extent requested in accordance with Section 2.16(a) of the Amended Credit Agreement; (iii) certified copies of the resolutions of the boards of directors (or the equivalent thereof) of each of the Borrowers and each Guarantor approving the execution and delivery of the Amendment and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Amendment, the other Transactions and each other Loan Document; (iv) (A) a copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State (or other appropriate Governmental Authority) of the jurisdiction of its incorporation or organization (to the extent applicable and available in the relevant jurisdiction) (in case of Luxembourg Loan Parties, a copy of the applicable up-to-date consolidated articles of association, an electronic certificate of non-inscription of insolvency proceedings issued by the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) in Luxembourg (the “RCS”) as at a date no earlier than one (1) Business Day prior to the Amendment Effective Date and an up-to-date, true and complete electronic excerpt of the RCS as at a date no earlier than one (1) Business Day prior to the Amendment Effective Date), as the case may be, thereof as being a true and complete copy thereof or (B) a certificate signed on behalf of each Loan Party certifying no changes to any of such Loan Party’s charters or other constitutive documents since the Amendment No. 2 Effective Date, in lieu of the foregoing; (v) a certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer (and with respect to any Luxembourg Loan Party, by a manager (gérant)), dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (A) the accuracy and completeness of the charter (or other applicable formation document or the equivalent thereof in the applicable jurisdiction) of such Loan Party and the Lenders, which constitute absence of any changes thereto; (B) the Majority Lenders, shall have duly executed accuracy and delivered this Amendment pursuant to Section 13.04 completeness of the bylaws (or other applicable organizational document or the equivalent thereof in the applicable jurisdiction) of such Loan AgreementParty as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in clause (iii) above were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); provided(C) the absence of any proceeding known to be pending for the dissolution, howeverliquidation or other termination of the existence of such Loan Party (and, in the case of a Luxembourg Loan Party, that this it is not subject to insolvency proceedings such as bankruptcy (faillite), compulsory liquidation (liquidation judiciaire), voluntary liquidation (liquidation volontaire) winding-up, moratorium, composition with creditors (gestion contrôlée), suspension of payment (sursis de paiement), voluntary arrangement with creditors (concordat préventif de la faillite), fraudulent conveyance, general settlement with creditors, reorganization or similar order or proceedings affecting the rights of creditors generally and any proceedings in jurisdictions other than Luxembourg having similar effects); (D) the accuracy in all material respects of the representations and warranties made by such Loan Party in the Loan Documents to which it is or is to be a party as though made on and as of the Amendment shall have no binding force Effective Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Amendment Effective Date or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2018; (vi) a certificate of the Secretary or an Assistant Secretary (or the equivalent thereof) of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Amendment and the other documents to be delivered thereunder; (vii) a certificate, in substantially the form of Exhibit I to the Existing Credit Agreement attesting to the Solvency of Dana and its Restricted Subsidiaries, on a consolidated basis (after giving effect unless all conditions set forth to the transactions contemplated hereby), from its Chief Financial Officer or other financial officer; and (viii) favorable opinions of (A) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP, counsel to the Loan Parties, (B) Xxxxxxxx, Loop & Xxxxxxxx, LLP, Michigan and Ohio counsel to the Loan Parties, and (C) Dentons Luxembourg, counsel to the Luxembourg Loan Parties, in this Section 3 have been satisfiedeach case dated as of the Amendment Effective Date and addressing such matters as the Administrative Agent may reasonably request, including in respect of collateral; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement The Revolving Credit Lenders and Term A Lenders shall have occurred received at least two (2) days prior to the Amendment Effective Date, all documentation and be continuingother information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and Beneficial Ownership Regulation, including without limitation, the Patriot Act to the extent reasonably requested of the Borrowers at least four (4) days prior to the Amendment Effective Date; (c) Borrower and Administrative Agent Since December 31, 2018, there shall not have duly executed and delivered that certain Amendment to Fee Letter;occurred a Material Adverse Effect; and (d) Borrower Dana shall have delivered paid all costs, fees and expenses (including, without limitation, legal fees and expenses in full in cash to Administrative Agent amendments to each Warrant delivered the extent due and payable for which Dana has received an invoice at least one (1) day prior to the date hereof that reduce Amendment Effective Date) and other compensation payable to the Exercise Price (as defined in each such Warrant), in each case in Agents or the form attached hereto as Exhibit B and duly executed by BorrowerLender Parties; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the date first above written when, and only when, each of the following conditions precedentshall have been satisfied: (a) BorrowerThe Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, Administrative Agent and as to any of the Lenders, which constitute advice satisfactory to the Majority Lenders, Agent that such Lender has executed this Amendment and the consent attached hereto (the “Consent”) executed by each Guarantor and Grantor. (b) The Agent shall have duly executed received a certificate of the Secretary or Assistant Secretary of the Borrower, in form and delivered substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Borrower executing this Amendment, (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Borrower, which resolutions shall authorize the execution, delivery and performance of this Amendment pursuant to Section 13.04 and (iii) certify that, as of the date of such certificate (which shall not be earlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded. (c) The Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Guarantor and Grantor certifying the names and true signatures of the officers of the Guarantors and the Grantors authorized to sign the Consent and the other documents to be delivered hereunder. (d) A certificate signed by a duly authorized officer of the Borrower stating that: (i) each of the representations and warranties contained in Article V of the Credit Agreement and each other Loan AgreementDocument is true and correct in all material respects on and as of the date hereof, as if made on and as of such date, except to the extent that such representations and warranties relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references in the Credit Agreement to “this Amendment Agreement” and references in each other Loan Document to the “Credit Agreement” shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;be deemed to refer to the Credit Agreement as amended hereby; and (bii) no Default or Event of event has occurred and is continuing that constitutes a Default (in each case subject to any cure period provided under other than the Loan Agreement) under the Loan Agreement shall have occurred and be continuing;Specified Defaults). (ce) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) The Borrower shall have delivered paid to Administrative the Agent, for the account of each Lender executing this Amendment within the time period required by the Agent amendments in accordance with its Pro Rata Share, a nonrefundable fee equal to each Warrant delivered 0.25% in respect of such Lender’s Revolving Credit Commitment. (f) The Borrower shall have paid all fees and expenses of the Agent and the Lenders (including all reasonable fees and out-of-pocket costs and expenses of legal counsel to the Agent) for which invoices in reasonable detail have been provided to Borrower at least two Business Days prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementhereof.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Sixth Amendment shall not be subject to effective until the date (the “Sixth Amendment Effective Date”) each of the following conditions precedentprecedent has been satisfied in full: (a) Borrower, receipt by the Administrative Agent of such evidence as the Administrative Agent and Xxxxx Fargo Securities LLC and RBC Capital Markets (collectively, the Lenders, which constitute “Arrangers”) may reasonably require to verify that (i) the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to MLP has issued at least $200,000,000 in senior unsecured Indebtedness in compliance with Section 13.04 7.04(d) of the Loan Credit Agreement (the “Unsecured Debt Issuance”), and (ii) after giving effect to the conversion reflected in Section 4 hereof, the Borrower has prepaid Committed Revolver Loans as required by Section 2.04(b)(ii) of the Credit Agreement and, notwithstanding anything to the contrary required by Section 2.04 of the Credit Agreement, the Borrower has reduced the Revolver Commitment in an amount equal to the sum of (A) $75,000,000 and (B) the product of (1) 0.25 and (2) the amount of the Unsecured Debt Issuance in excess of $200,000,000; provided, however, that in no event shall the Aggregate Committed Sum be reduced below $250,000,000 in connection with the Unsecured Debt Issuance. (b) receipt by the Administrative Agent of a counterpart of this Sixth Amendment shall have no binding force executed by each of the parties hereto (which may be by telecopy or effect unless all conditions set forth in this Section 3 have been satisfiedelectronic transmission); (bc) delivery of certified copies of authorizing resolutions for the Borrower and each Guarantor as the Administrative Agent may require; (d) a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of such date (unless such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) no Default or Event of Default has occurred and is continuing as of such date, (iii) since December 31, 2009, there has occurred no material adverse change in each case subject the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the MLP General Partner, the MLP, the Borrower General Partner or the Borrower and its subsidiaries, taken as a whole, (iv) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) of the Credit Agreement (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) of the Credit Agreement shall be given concurrently with the delivery of the certificate given pursuant to this clause (d)), and (v) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP General Partner, or any of their respective properties that (A) could reasonably be expected to materially and adversely affect the Borrower or any Guarantor, or (B) seeks to affect or pertains to any cure period provided transaction contemplated hereby that could reasonably be expected to have a Material Adverse Effect or that seeks to affect or pertains to the ability of the Borrower or any Guarantor to perform its obligations under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by BorrowerDocuments; (e) Borrower shall have delivered payment of (i) fees to the Administrative Agent, for the benefit of each Lender executing this Sixth Amendment by 12:00 p.m. Central Time on March 12, 2010, in the amount separately agreed to by the Borrower and indicated by written notice from the Administrative Agent to the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Attorney Costs of the Administrative Agent; (for such number of shares as indicated opposite f) opinion from Xxxxx Xxxxx L.L.P., counsel to each Holder’s (as defined Loan Party, in each such Warrant) name on Schedule I attached hereto)form and substance satisfactory to the Administrative Agent and the Arrangers; and (fg) Borrower shall have paid or reimbursed such other documents as may be reasonably required by the Administrative Agent and or the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementArrangers.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be subject to the satisfaction of each of the following conditions precedent: (a) Agent’s receipt of the following: (i) this Amendment, executed by Agent, Lenders and Borrower; (ii) a perfection certificate, executed by Borrower, Administrative Agent in form and substance reasonably satisfactory to Agent; (iii) an Advance Request for the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Advance of Xxxxxxx 0 0000 Xxxx Loan as required by Section 13.04 2.2(b) of the Loan Agreement; provided, howeverduly executed by Borrower’s Chief Executive Officer or Chief Financial Officer; (iv) a duly executed certificate of an officer of Borrower, that certifying and attaching copies of (1) resolutions of Borrower’s board of directors, members and/or managers, as applicable evidencing approval of this Amendment shall and other transactions evidenced hereby, (2) certified copies of the formation documents and the governing documents, certified as of a recent date from the Secretary of State of the State of Delaware, as applicable, as amended through the date hereof, of Borrower, and (3) certificates of good standing for Borrower from the Secretary of State of the State of Delaware, and similar certificates from all other jurisdictions in which Borrower does business and where the failure to be qualified could have no binding force or effect unless all conditions set forth in this Section 3 have been satisfieda Material Adverse Effect; (v) such other documents as Agent may reasonably request; (b) no Default or Event Borrower shall have paid (i) an amendment fee in the aggregate amount of Default $375,000 which shall be fully due and payable as of the Third Amendment Effective Date, (ii) all invoiced costs and expenses then due in each case subject to any cure period provided accordance with Section 5(e) of this Amendment, and (iii) all other fees, costs and expenses, if any, due and payable as of the Third Amendment Effective Date under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing;; and (c) Borrower and Administrative Agent shall have duly executed and delivered that certain On the Third Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior Effective Date, after giving effect to the date hereof that reduce amendment of the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;Existing Loan Agreement contemplated hereby: (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material The representations and (ii) would warranties contained in Section 4 shall be competitively harmful if publicly disclosed. (for true and correct on and as of the Third Amendment Effective Date as though made on and as of such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)date; and (fii) Borrower shall have paid There exist no Events of Default or reimbursed Administrative Agent and events that with the Lenders for their reasonable out passage of pocket costs and expenses (including the reasonable fees and expenses time would result in an Event of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementDefault.

Conditions of Effectiveness. The effectiveness This Waiver shall become effective as of Section 2 of this Amendment shall be subject to the date first above written when, and only when, the following conditions precedenthave been satisfied: (a) Borrowerthe Agent shall have received counterparts of this Waiver executed by the Company, Administrative Agent and the Lendersother Borrowers, which constitute the Majority Lenders, shall have duly and/or, as to any such Majority Lender, advice satisfactory to the Agent that such Lender has executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedWaiver; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement Agent shall have occurred received a certificate of the Secretary or Assistant Secretary of the Company, in form and substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Company executing this Waiver (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this Waiver, and (iii) certify that, as of the date of such certificate (which shall not be continuingearlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded; (c) Borrower and Administrative Agent shall have duly each Guarantor has executed and delivered that certain Amendment to Fee Lettera consent in the form of Annex A hereto; (d) Borrower the Agent shall have delivered received satisfactory evidence that Amendment No. 6 and Waiver to Administrative Agent amendments to each Warrant delivered prior to the Bridge Facility dated as of the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrowershall have become effective; (e) Borrower the Agent shall have delivered to Administrative Agent, received a waiver fee for the Lenders, new Warrants, account of each Lender that has executed and delivered a signature page to this Waiver in each case in an amount equal to 0.05% of the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in aggregate principal amount of such Lender’s outstanding Loans on the date of this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)Waiver; and (f) Borrower shall have paid or reimbursed Administrative all other fees and expenses of the Agent and the Lenders for their reasonable out of pocket costs and expenses (including the all reasonable fees and expenses of Administrative counsel to the Agent’s and ), to the Lenders’ legal counsel) incurred in connection with this Amendment pursuant extent invoiced prior to Section 13.03(a)(i)(z) of the Loan Agreementdate hereof, shall have been paid.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the date upon which all of the following conditions precedent: (a) Borrower, have been satisfied or waived in writing by the Administrative Agent (such date, the “Seventh Amendment Effective Date”): 4.1 The Loan Parties, the Lenders and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed this Amendment. 4.2 Immediately before and delivered after giving effect to the amendments contained herein and the Transactions contemplated to occur on the Seventh Amendment Effective Date, the representations and warranties set forth in Article II hereof shall be true and correct on and as of the Seventh Amendment Effective Date. 4.3 The Lenders shall have received a complete, executed and dated copy of that certain Sixth Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to Sixth Amended and Restated ABL First Lien Credit Agreement, dated as of the date hereof that reduce hereof, by and among the Exercise Price (as defined in each such Warrant)Borrowers, in each case in the form attached hereto as Exhibit B ABL Lenders party thereto, and duly executed by Borrower; (e) Borrower shall have delivered to the ABL Administrative Agent, for such amendment to be in form and substance reasonably satisfactory to the LendersAdministrative Agent, new Warrantsand the conditions to the effectiveness thereof shall be satisfied or waived simultaneously with this Amendment becoming effective. 4.4 The Lenders shall have received (a) a complete and executed copy of all Second Lien Documents, such Second Lien Documents to be in each case form and substance reasonably satisfactory to the Administrative Agent, and the conditions to the effectiveness thereof shall have been satisfied or waived simultaneously with this Amendment becoming effective and (b) evidence that, prior to or substantially simultaneously with the closing of this Amendment, Borrowers shall have received the proceeds of the Second Lien Notes in the form attached hereto as Exhibit C principal amount of $500,000,000 and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed in full the 5.625% senior secured second lien notes due 2026 in the aggregate principal amount of $315,000,000 issued by the Borrowers on April 1, 2021. 4.5 The Lenders and the Administrative Agent shall have received, substantially concurrently with the effectiveness hereof, all fees required to be paid, and the Lenders all expenses for their reasonable out of pocket costs and expenses which invoices have been presented (including the reasonable fees and documented expenses of legal counsel to the Administrative Agent’s ), on or before the Seventh Amendment Effective Date. All such amounts will be paid with proceeds of Loans made on the Seventh Amendment Effective Date and will be reflected in the Lenders’ legal counsel) incurred funding instructions given by the Loan Parties to the Administrative Agent on or before the Seventh Amendment Effective Date. 4.6 On the Seventh Amendment Effective Date and immediately after giving effect to the Transactions contemplated to occur on the Seventh Amendment Effective Date, including the payment of all related costs and expenses, Borrowers and their Subsidiaries shall have ABL Availability of at least $75,000,000. 4.7 The Loan Parties shall have satisfied all such other conditions as may be reasonably required by the Administrative Agent, including such conditions described on the closing list delivered in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementherewith.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the date first above written (the “A&R Amendment No. 1 Effective Date”) when, and only when, the following conditions precedenthave been satisfied: (a) Borrowerthe Administrative Agent shall have received counterparts of this Amendment executed by each Loan Party and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment, (b) the Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower stating that: (x) the representations and warranties contained in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate; and (y) no event has occurred and is continuing that constitutes a Default, (c) the Administrative Agent shall have received a favorable opinion of Jxxxx Day as to the enforceability of the Credit Agreement as amended, and internal counsel to the Loan Parties as to such other matters as the Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter;Initial Lenders may reasonably request, (d) Borrower the Bankruptcy Court shall have delivered entered an order in substantially the form of Exhibit A hereto (with such changes as may be agreed to by the Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such WarrantAgent), in each case in approving this Amendment and the form attached hereto as Exhibit B and duly executed by Borrower;other transactions contemplated herein, and (e) Borrower shall have delivered to Administrative Agent, for all fees and expenses of the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the all reasonable fees and expenses of counsel to the Administrative Agent’s and ), to the Lenders’ legal counselextent invoiced prior to the date hereof, shall have been paid. (f) incurred in connection with each Revolving Credit Lender that executes a counterpart to this Amendment pursuant on or before January 18, 2007 at 5:00 p.m. eastern shall have been paid an amendment fee (the “Amendment Fee”) in an amount equal to Section 13.03(a)(i)(z) 0.125% in respect of its Revolving Credit Commitment, which fee shall be earned upon the A&R Amendment No. 1 Effective Date and become due and payable upon the funding of all or any portion of the Loan AgreementIncremental Term Facility.

Conditions of Effectiveness. The effectiveness of Section 2 All provisions of this Second Amendment shall be subject to effective upon satisfaction of, or completion of, the following conditions precedentfollowing: (a) the Administrative Agent shall have received counterparts of this Second Amendment executed by the Borrower, Administrative Agent each Guarantor, and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedeach Lender; (b) no Default or Event the representations and warranties set forth in Section 3 of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement this Second Amendment shall have occurred be true and be continuingcorrect; (c) Borrower and the Administrative Agent shall have duly executed received a certificate of the Borrower dated as of the Second Amendment Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and delivered attaching the resolutions adopted by the Borrower approving or consenting to such increase and authorizing the execution, delivery and performance of this Second Amendment and the Replacement Revolving Loan Notes, and (ii) certifying that, before and after giving effect to such increase, (A) each of the conditions set forth in Section 4.02 of the Credit Agreement shall have been satisfied; (B) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents that certain are subject to materiality and Material Adverse Effect qualifications are true and correct in all respects and the representations and warranties contained in Article V of 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, on and as of the Second Amendment Effective Date, except to Fee Letterthe extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (C) no Default exists; (d) Borrower the Administrative Agent shall have delivered to Administrative Agent amendments to each Warrant delivered prior received a favorable opinion of counsel to the date hereof that reduce Borrower covering the Exercise Price (as defined matters set forth in each such WarrantSections 3(c), in each case in (d)(i), (d)(ii), (d)(iii) (solely with respect to the form attached hereto as Exhibit B Senior Notes Indenture) and duly executed by Borrower(e) hereof; (e) Borrower to the extent requested by a Lender, the Administrative Agent shall have delivered to received a fully-executed Replacement Revolving Loan Note for each such Lender; (f) the Administrative Agent, for the Lenders, new Warrants, in each case Agent shall have received a completed Loan Notice in the form attached hereto as of Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s G to Annex II with respect to the Revolving Credit Loans subject to the Rate Conversion (as defined in Section 5 hereof) occurring on the Second Amendment Effective Date; (g) the Administrative Agent shall have received for its benefit and for the benefit of each Lender who consents to this Amendment, the amendment fees and upfront fees in immediately available funds as agreed in the fee letter dated May 27, 2022, among the Borrower, the Administrative Agent and BofA Securities, Inc.; (h) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent directly to such Warrantcounsel to the extent invoiced prior to or on the Second Amendment Effective Date; (i) name on Schedule I attached hereto)since December 31, 2021, there shall not have occurred any event or condition that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (fj) Borrower the Administrative Agent shall have paid or reimbursed received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementAgent shall reasonably require.

Conditions of Effectiveness. The effectiveness (a) This Amendment and --------------------------- Waiver (other than Sections 1(b) and 2) shall become effective as of Section 2 of this Amendment shall be subject to the date first above written when, and only when, the following conditions precedentprecedent have been satisfied: (ai) Borroweron or before 5:00 p.m. (New York City time) on June 14, 1999 or such later date as the Administrative Agent and the LendersBorrower shall agree (but in any event, which constitute on or before June 30, 1999) (the Majority Lenders"Closing ------- Date"), shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed received counterparts of ---- (i) this Amendment and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly Waiver executed by Borrower; (e) Borrower shall have delivered the Required Lenders or, as to Administrative Agent, for any of the Lenders, new Warrants, in each case in advice satisfactory to the form attached hereto as Exhibit C Administrative Agent that such Required Lender has executed this Amendment and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material Waiver and (ii) would be competitively harmful if publicly disclosed. the Consent attached hereto executed by each Loan Party (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached heretoother than the Borrower); and (fA) Borrower an amendment fee for the account of each Lender that approves this Amendment and Waiver in an amount equal to 0.25% of such Lender's aggregate Commitments (after giving effect to any change in such Lender's aggregate Commitments to be effected in connection therewith) shall have paid or reimbursed been received by the Administrative Agent for the account of the Lenders executing this Amendment and Waiver on or prior to the Closing Date, (B) the fees set forth in the fee letter dated as of June 11, 1999 between the Borrower and the Lenders Agents shall have been received by the Administrative Agent for their reasonable out the benefit of pocket costs the Agents on or prior to the Closing Date, and expenses (including iii) the reasonable fees and expenses of Administrative Agent’s counsel to the Agents previously accrued and invoiced has been received by counsel to the Agents on or prior to the Closing Date. (b) Sections 1(b) and 2 of this Amendment and Waiver shall become effective as of the date first above written when, and only when, on or before September 30, 1999 the conditions precedent set forth in clause (a) above have been satisfied and the Lenders’ legal counsel) incurred conditions precedent to the effectiveness contained in connection with Section 3.05 of the Fourth Amended and Restated Credit Agreement have been satisfied. The effectiveness of Sections 1 and 2 of this Amendment pursuant to Section 13.03(a)(i)(z) and Waiver is conditioned upon the accuracy of the Loan factual matters described herein. This Amendment and Waiver is subject to the provisions of Section 8.01 of the Existing Credit Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 (a) This Amendment shall be deemed effective when, and only when (the “Amendment No. 3 Effective Date”), (i) the Agent shall have received counterparts of this Amendment shall be subject executed by the Borrower, the Guarantors and the Majority Banks or, as to any of the Banks, advice satisfactory to the Agent that such Bank has executed this Amendment, (ii) the Agent shall have received evidence of payment by Bank of America to Deutsche Bank Trust Company Americas in respect of the reduction in Deutsche Bank Trust Company Americas’ Commitments as set forth on Schedule 1.1 attached hereto, (iii) the Borrower shall have paid to each Bank that executes this Amendment, in immediately available funds, an amendment fee equal to 0.00375 multiplied by the amount of such Bank’s Commitment as of the date hereof, after giving effect to this Amendment, and (iv) the Agent shall have received all of the following conditions precedentdocuments, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Bank, in form and substance satisfactory to the Agent: i. an opinion of Fulbright & Xxxxxxxx, L.L.P., counsel for the Loan Parties, in the form of Exhibit A attached hereto; ii. certificates signed by a duly authorized officer of the Borrower and each Guarantor stating that: (ai) Borrower, Administrative Agent The representations and the Lenders, which constitute the Majority Lenders, shall have duly executed warranties contained in Section 4 are correct on and delivered this Amendment pursuant to Section 13.04 as of the Loan Agreement; provideddate of such certificate as though made on and as of such date other than any such representations or warranties that, howeverby their terms, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject refer to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to a date other than the date hereof that reduce the Exercise Price (as defined in each of such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)certificates; and (fii) Borrower shall have paid No event has occurred and is continuing that constitutes a Default. iii. a perfection certificate, in substantially the form of Exhibit B hereto, duly completed and executed by a Responsible Officer of each Loan Party. iv. (A) such certificates of resolutions or reimbursed Administrative other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Agent may reasonably require evidencing the identity, authority and the Lenders for their reasonable out capacity of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) a copy of a Certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party certifying as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office. v. a security agreement (together with each other security agreement and security agreement supplement delivered pursuant to Section 13.03(a)(i)(z6.18, in each case as amended by this Amendment, the “Security Agreement”), duly executed by each Loan Party, together with: (i) certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (ii) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, (iii) completed requests for information, dated as of a recent date, listing the effective financing statements filed in the jurisdictions referred to in clause (ii) above that name any Loan Party as debtor, together with copies of such other financing statements, (iv) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Agent may deem necessary or desirable in order to perfect the Liens created thereby, and (v) evidence that all other action that the Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken. vi. an intellectual property security agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.18 of the Credit Agreement, as amended by this Amendment, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party. vii. evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Agent, on behalf of the Banks, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan AgreementParties that constitutes Collateral. (b) On the Amendment No. 3 Effective Date, pursuant to the request of the Borrower, the Total Commitments will be automatically reduced to $60,000,000.

Conditions of Effectiveness. The effectiveness of Section 2 All provisions of this Eighth Amendment shall be subject to effective upon satisfaction of, or completion of, the following conditions precedentfollowing: (a) the Administrative Agent shall have received counterparts of this Eighth Amendment executed by the Borrower, the Required Lenders, each Lender that is increasing its Revolving Credit Commitment and acknowledged by each Guarantor; (b) the representations and warranties set forth in Section 3 of this Eighth Amendment shall be true and correct; (c) the Administrative Agent shall have received a certified resolution of the Borrower authorizing the execution, delivery and performance of this Eighth Amendment, the New Revolving Loan Notes, and the related documents required to be executed and delivered pursuant to Schedule 6.20 to this Eighth Amendment, together with a Certificate of Incumbency; (d) the Administrative Agent shall have received a favorable opinion of counsel to the Borrower covering the matters set forth in Sections 3(c), (d) and (e) of this Eighth Amendment; (e) to the extent requested by a Lender, the Administrative Agent shall have received a fully-executed New Revolving Loan Note for each such Lender; (f) the Administrative Agent shall have received for its benefit and for the benefit of each Lender the consent fees in immediately available funds as agreed upon by the Borrower, the Arranger, the Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (bg) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement since December 31, 2017, there shall not have occurred and any event or condition that has had or could reasonably be continuing;expected to have, either individually or in the aggregate, a Material Adverse Effect; and (ch) Borrower and the Administrative Agent shall have duly executed received updated flood certificates (and delivered that certain Amendment where necessary, verification of flood insurance) with respect to Fee Letterthe Real Property Collateral; (di) Borrower the Administrative Agent shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, releases for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name those Mortgaged Properties listed on Schedule I attached hereto)2 hereto that are located in a flood plain; and (fj) Borrower the Administrative Agent shall have paid or reimbursed received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementAgent shall reasonably require.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the date first above written when, and only when, the following conditions precedentprecedent have been satisfied: (a) Borrower, Administrative Agent and the Lenders, which constitute conditions precedent to the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 effectiveness of the Loan Acquisition B Commitments (as defined in the Second Amended and Restated Credit Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth ) contained in this Section 3 3.05 of the Second Amended and Restated Credit Agreement have been satisfied; (b) no Default on or Event of Default before 5:00 p.m. (New York City time) on June 30, 1997 or such later date as the Administrative Agent and the Borrower shall agree (but in each case subject to any cure period provided under event, on or before July 31, 1997) (the Loan Agreement) under "Closing Date"), the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain received counterparts of (i) this Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by the Borrower; (e) Borrower shall have delivered , the Required Lenders and the Acquisition B Lenders or, as to Administrative Agent, for any of the Lenders, new Warrants, in each case in advice satisfactory to the form attached hereto as Exhibit C and duly Administrative Agent that such Lender has executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material Amendment and (ii) would be competitively harmful if publicly disclosed. the Consent attached hereto executed by each Loan Party (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached heretoother than the Borrower); and (fi) Borrower the amendment fee of 5 basis points shall have paid or reimbursed been received by the Administrative Agent for the account of the Lenders executing this Amendment on or prior to the Closing Date, (ii) the underwriting fee set forth in the fee letter dated as of May 21, 1997 between the Borrower and the Agents shall have been received by the Administrative Agent for the account of the Acquisition B Lenders for their reasonable out of pocket costs on or prior to the Closing Date, and expenses (including iii) the reasonable fees and expenses of Administrative Agent’s counsel to the Agents previously accrued and invoiced has been received by counsel to the Lenders’ legal counsel) incurred in connection with Agents on or prior to the Closing Date. The effectiveness of Section I of this Amendment pursuant to Section 13.03(a)(i)(z) is conditioned upon the accuracy of the Loan factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Amended and Restated Credit Agreement.

Conditions of Effectiveness. The effectiveness (a) All provisions of this Third Amendment except Sections 1(b), 1(c), Section 2 and Section 3, shall be effective upon satisfaction of, or completion of, the following: (i) the Administrative Agent shall have received counterparts of this Third Amendment executed by Lenders comprising the Required Lenders; (ii) the Administrative Agent shall have received counterparts of this Third Amendment executed by the Borrower and acknowledged by each Guarantor; (iii) the representations and warranties set forth in Section 4 of this Third Amendment shall be subject true and correct; (iv) the Administrative Agent shall have received, for the pro rata account of the Lenders timely executing and delivering a signature page to this Third Amendment (other than JPMorgan Chase Bank, NA), an amendment fee equal to 0.075% of the Revolving Credit Commitment of, and outstanding principal amount of the Term Loans held by, each such Lender; (v) the Administrative Agent shall have received, in form and substance satisfactory to the following conditions precedent: (a) Borrower, Administrative Agent and its counsel, such other documents, certificates and instruments as the Lenders, which constitute the Majority Lenders, Administrative Agent shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;require. (b) no Default All provisions of this Third Amendment except Sections 1(b) and 1(c), shall be effective upon satisfaction of, or Event completion of, the following: (i) the satisfaction of Default each of the conditions of effectiveness set forth in Section 5(a) above; (ii) the the Administrative Agent shall have received from the Borrower duly executed Replacement Notes for Bank of America, Regions Bank, Compass Bank, N.A., and BOKF, N.A. dba Bank of Texas and duly executed New Notes for JPMorgan Chase Bank, N.A; (iii) the Administrative Agent shall have received the certificate of the Borrower required by Section 2.14(e) of the Credit Agreement, together with the resolutions required therein; (iv) the Administrative Agent shall have received in immediately available funds for the account of each case subject Lender that has increased its Revolving Credit Commitment an amount equal to any cure period provided the product of (i) 0.35% and (ii) the amount of the increase of each such Lender's Revolving Credit Commitment; (v) the Administrative Agent shall have received in immediately available funds for the account of JPMorgan Chase Bank, N.A., an amount equal to the product of (i) 0.35% and (ii) the amount of such Lender's Revolving Credit Commitment and outstanding Term Loans; (vi) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, a legal opinion as to the matters set forth in Section 4(c), (d) and (e) above; and (vii) the Administrative Agent shall have received a fully executed Master Assignment and Assumption Agreement by Xxxxx Fargo Bank, N.A. (the "Non‑Consenting Lender Assignment") and each assignee party thereto whereby Xxxxx Fargo assigns all of its rights and obligations under the Loan Agreement) under the Loan Credit Agreement shall have occurred and be continuing;to such assignees. (c) Borrower Sections 1(b) and 1(c) of this Third Amendment shall be effective only upon satisfaction of, or completion of, the following: (i) the Administrative Agent shall have duly executed and delivered that certain received counterparts of this Third Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for each of the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (fii) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out satisfaction of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) each of the Loan Agreementconditions of effectiveness set forth in Section 5(a) (ii) - (v) above and Section 5(b)(ii) - (vii) above.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be (the date on which this amendment becomes effective is referred to herein as, the "Effective Date") and the obligation of Servicer to make lines of credit available to franchisees of Sponsor under the Loan Facility Agreement, as amended hereby, and the obligation of each Participant to purchase its participation therein, is subject to receipt by Servicer of each of the following conditions precedentin form and substance satisfactory to Servicer and each of the Participants: (a) Borrower, Administrative Agent and a fee in the Lendersamount of $45,000 in immediately available funds, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant Sponsor agrees to Section 13.04 of pay on the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfieddate hereof; (b) no Default or Event from each of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuingparties hereto a duly executed counterpart of this Amendment; (c) Borrower a certificate of Sponsor, dated as of the date hereof, signed by the Secretary or Assistant Secretary of Sponsor, (i) certifying as to names and Administrative Agent shall true signatures of the officers of Sponsor authorized to execute and deliver this Amendment, (ii) certifying that Sponsor's articles of incorporation and bylaws delivered to Servicer on November 3, 1999 have duly executed not been amended or modified and delivered that certain are in full force and effect as of the date hereof, and (iii) certifying a true and correct copy of the action taken by the Board of Directors or the Sponsor authorizing the Sponsor's execution, delivery and performance of this Amendment and the certificates referred to Fee Letterherein; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior a certificate of the Secretary of State of the State of Georgia as to the date hereof that reduce existence of the Exercise Price (Sponsor as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrowera Georgia corporation; (e) Borrower shall have delivered to Administrative Agenta favorable written opinion of Kilpxxxxxx Xxxxxxxx, XXP, counsel for the Lenders, new WarrantsSponsor and Guarantors, in form satisfactory to Servicer and each case in Participant and covering such matters relating to the form attached hereto transactions contemplated by this Amendment as Exhibit C and Servicer may reasonably request; (f) a duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)amendment to the Servicing Agreement; and (fg) Borrower in addition, each of the Participants shall have paid or reimbursed Administrative Agent and received a duly executed Participation Certificate from the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementServicer.

Conditions of Effectiveness. The effectiveness of Section 2 This Amendment shall become effective when, and only when, on or before December 15, 1994, the Agent shall have received counterparts of this Amendment executed by the Seller, all of the Banks and the Investors or, as to any of the Banks or, as to either of the Investors, advice satisfactory to the Agent that such Banks and Investors have executed this Amendment, and Sections 1 and 2 hereof shall become effective when, and only when, on or before December 15, 1994, the Agent shall have additionally received all of the following documents, each document (unless otherwise indicated) being dated the date of receipt thereof by the Agent (which date shall be subject the same for all such documents), in form and substance satisfactory to the following conditions precedentAgent: (a) Borrower, Administrative Agent Certified copies of (i) the resolutions of the Board of Directors of the Seller approving this Amendment and the Lendersmatters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, which constitute the Majority Lendersif any, shall have duly executed and delivered with respect to this Amendment pursuant to Section 13.04 of and the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;matters contemplated hereby and thereby. (b) no Default A certificate of the Secretary or Event an Assistant Secretary of Default (in each case subject the Seller certifying the names and true signatures of its officers authorized to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing;sign this Amendment. (c) Borrower A favorable opinion of (i) in-house counsel for the Seller and Administrative Agent shall have (ii) Thomxxxx, Xxne xxx Florx, xxecial counsel to the Seller, to the effect that this Amendment has been duly authorized, executed and delivered that certain Amendment by the Seller and confirming the opinions of such counsel furnished on August 16, 1994 pursuant to Fee Letter;Section 3.01(i) of the Purchase and Sale Agreement and pursuant to Section 3.01(g) of the Parallel Purchase Agreement, with references therein to the Purchase and Sale Agreement and to the Parallel Purchase Agreement to mean the Purchase and Sale Agreement and the Parallel Purchase Agreement, respectively, as amended by this Amendment. (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to A certificate signed by a duly authorized officer of the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower;Seller stating that: (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material The representations and warranties contained in Section 4 hereof are correct on and as of the date of such certificate as though made on and as of such date, and (ii) No event has occurred and is continuing which constitutes an Event of Termination or would constitute an Event of Termination but for the requirement that notice be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid given or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementtime elapse or both.

Conditions of Effectiveness. The effectiveness This Agreement shall become effective only when, on or prior to June 30, 2001, unless extended by mutual agreement between Xxxxx Corning, on behalf of Section 2 the Debtors and Non-Debtors, and the Agent, on behalf of this Amendment shall be subject to the following conditions precedent: Lenders, (a) Borrowerthe Agent notifies Xxxxx Corning and its counsel that the Agent has given due notice of this Agreement to the Lenders in a manner consistent with Section 13.01 of the Credit Agreement, Administrative Agent (b) executed by the Agent, Chase Manhattan Bank, the Majority Banks, and, if and to the extent applicable, the Belgian Lending Bank, the Swing Line Bank and any Issuing Bank (as such terms are defined in the Credit Agreement), the Debtors and the Covered Non-Debtors, (c) an order acceptable in form and substance to the Agent shall have been entered by the Court (i) terminating the TRO with respect to the Participating Lenders and dismissing the Adversary Proceeding, without prejudice, with respect to the Participating Lenders' rights and remedies under (x) the Credit Agreement and Loan Documents, which constitute and (y) the Majority LendersBilateral Facilities; (ii) approving this Agreement and the payments contemplated hereunder; and (iii) lifting the automatic stay solely to permit the exercise of Setoff Rights pursuant to Section 2 above by the Lenders with respect to the Debtors (the "Order"), and the Order shall be in full force and effect and shall not have been stayed, reversed, rescinded, modified, vacated or amended in any respect, (d) an order, in form and substance reasonably acceptable to the Agent, shall have duly executed and delivered this Amendment pursuant to Section 13.04 been entered by the Court authorizing, among other things, the maintenance of certain existing bank accounts, the Loan Agreement; provideduse of a modified cash management system, howeverand, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under certain conditions, the Loan Agreement) under the Loan Agreement shall have occurred transfer of funds between Debtors and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price Non-Debtors (as defined in each such Warrant)amended, in each case in the form attached hereto as Exhibit B "Cash Management Order") and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agentthe payments described in Section 3 above, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs all fees and expenses (including the reasonable fees and expenses disbursements of Administrative Agent’s and the Lenders’ legal counsel) of the type described in Section 4 above incurred by the Agent or any Participating Lender from the commencement of the Cases, shall have been paid. Debtors hereby agree to use reasonable best efforts to obtain approval of the Order. All motions and other documents filed with and submitted to the Court in connection with this Amendment pursuant the Order shall in form and substance be reasonably acceptable to Section 13.03(a)(i)(z) of the Loan AgreementAgent.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the following conditions precedentdate first above written when, and only when, the Agent shall have received the following: (a) Counterparts of this Amendment executed by the Borrower, Administrative Agent the Required Lenders and each Acquisition Lender for which the Acquisition Commitment of such Lender is increased as a result of this Amendment or, as to any of the Lenders, which constitute advice satisfactory to the Majority Lenders, shall have duly Agent that such Lender has executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;Amendment, (b) no Default or Event of Default (in each case subject to any cure period provided under The consent attached hereto executed by the Loan Agreement) under Parent Guarantor and the Loan Agreement shall have occurred and be continuing;Subsidiary Guarantors, (c) Certified copies of the resolutions of the Board of Directors of the Borrower and Administrative Agent shall have duly executed each other Loan Party approving this Amendment, and delivered that certain Amendment of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to Fee Letter;this Amendment, (d) Borrower A certificate of each of the Borrower, the Parent Guarantor and each other Loan Party, signed on behalf of such Person by its President, any Executive Vice President or any Vice President and its Secretary, dated the date of this Amendment (the statements made in which certificate shall have delivered be true on and as of the date of this Amendment), certifying as to Administrative Agent (A) the absence of any amendments to each Warrant delivered prior to the charter of such Person since the date hereof that reduce of the Exercise Price Secretary of State's certificate referred to in Section 3.01(k)(iii) of the Credit Agreement, (B) a true and correct copy of the bylaws of such Person as defined in each effect on the date on which the resolutions referred to in clause (c) were adopted and on the date of this Amendment, (C) the due incorporation and good standing or valid existence of such Warrant)Person as a corporation organized under the laws of the jurisdiction of its incorporation and the absence of any proceeding for the dissolution or liquidation of such Person, in each case (D) the completeness and accuracy of the representations and warranties contained in the form attached hereto Loan Documents as Exhibit B though made on and duly executed by Borrower;as of the date of this Amendment and (E) the absence of any event occurring and continuing, or resulting from this Amendment, that constitutes a Default, (e) Borrower shall have delivered A certificate of the Secretary of each of the Borrower, the Parent Guarantor and each other Loan Party certifying the names and true signatures of the officers of such Persons authorized to Administrative Agentsign this Amendment and the Consent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); andapplicable, (f) Borrower shall have paid or reimbursed Administrative Agent A favorable opinion of Ropes & Gray, xxecial counsel for the Loan Parties, in form and substance reasonably satisfactory to the Lenders for their reasonable out Agent. This Amendment is subject to the provisions of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) 9.01 of the Loan Credit Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall not be subject to effective until the date each of the following conditions precedentprecedent has been satisfied: (a) the Administrative Agent has received a counterpart of this Amendment (which may be by telecopy or other electronic transmission) executed by the Borrower, the MLP, the other Loan Parties, the Administrative Agent Agent, each of the Existing Lenders and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedNew Lender; (b) the Administrative Agent has received an amended and restated promissory note payable to each Lender that has previously requested a promissory note, as applicable, or that is requesting a promissory note pursuant to Section 2.09(a) of the Credit Agreement in the amount of such Lender’s Commitment as indicated on Schedule 2.01 to the Credit Agreement (as amended hereby); provided that each such Lender receiving a replacement promissory note hereby agrees to return its existing original promissory note to the Borrower promptly after receiving such replacement promissory note; (c) the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of such date (unless such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) no Default or Event of Default (in each case subject to any cure period provided has occurred and is continuing under the Loan AgreementCredit Agreement as of such date, (iii) since December 31, 2018, there has been no event or circumstance that has or could reasonably be expected to have a Material Adverse Effect, (iv) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Affiliate for which the Borrower is required to give notice under the Loan Agreement shall Credit Agreement, and (v) no action, suit, investigation or proceeding is pending or, to the knowledge of such officer, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP’s general partner, or any of their respective properties that could reasonably be expected to have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Lettera Material Adverse Effect; (d) Borrower the Administrative Agent has received (1) a certificate of each Loan Party, dated as of the Ninth Amendment Effective Date and executed by an appropriate officer, which shall have (a) certify the resolutions or other action authorizing the execution, delivery and performance of this Ninth Amendment and (b) certify that certain documents previously delivered to the Administrative Agent amendments are in full force and effect as of the Ninth Amendment Effective Date or contain appropriate attachments, including the certificate or articles of incorporation or organization or equivalent constitutional documents of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, and incumbency certificates, and (2) a good standing certificate for each Loan Party from its jurisdiction of incorporation or organization as of a recent date; (e) the Administrative Agent has received a certificate from a financial officer of the Borrower certifying that after giving pro forma effect to each Warrant delivered prior this Amendment, the MLP, the Borrower and their respective Subsidiaries (on a consolidated basis) are Solvent as of the Ninth Amendment Effective Date; (f) the Administrative Agent has received an opinion of Xxxxx Xxxxx L.L.P., counsel to the date hereof Loan Parties in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent has received from the Borrower and/or the other Loan Parties (i) all fees agreed to in writing by the Borrower that reduce are due and payable and owed to the Exercise Price (as defined in each such Warrant)Administrative Agent, the Arrangers, their respective Affiliates, the Existing Lenders or the New Lender, in each case in connection with the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agentexecution of this Amendment, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. all reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and its Affiliates in connection with the preparation, negotiation, syndication and execution of this Amendment, including, without limitation, the reasonable and documented out-of-pocket fees, disbursements and other charges of Xxxxxx & Xxxxxx L.L.P., counsel to the Administrative Agent, in all cases that are invoiced to the Borrower at least two (for such number 2) Business Days prior to the Ninth Amendment Effective Date; (h) the Administrative Agent (on behalf of shares as indicated opposite each Holder’s (as defined the Exiting Lenders) has received, or will receive substantially concurrently with the effectiveness of this Amendment, in each such Warrant) name on Schedule I attached hereto)connection with the reallocation and termination of the Commitments of, and the payment in full of Committed Loans of, the Exiting Lenders contemplated by this Amendment, immediately available funds necessary to pay all principal, interest, fees and other charges owed to the Exiting Lenders under the Loan Documents; and (fi) Borrower the Administrative Agent has received all documentation and other information about the Loan Parties as shall have paid or reimbursed been reasonably requested by the Administrative Agent or the Arrangers in respect of applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, (a) the Act and, (b) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the provisions of Article IX of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5, each Existing Lender and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with New Lender, as applicable, that has signed this Amendment pursuant shall be deemed to have consented to, approved or accepted or be satisfied with, each document or other matter required under this Section 13.03(a)(i)(z5, in each case, in accordance with the requirements of the Credit Agreement, to be consented to or approved by or to be acceptable or satisfactory to a Lender. Upon the satisfaction (or waiver in accordance with Section 10.01 of the Credit Agreement) of the Loan Agreementconditions set forth in this Section 5, the Administrative Agent shall promptly provide written notice to the Borrower, the Existing Lenders, the New Lender and the L/C Issuers of the effectiveness of this Amendment, and such notice shall be conclusive and binding.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to effective as of the following conditions precedent: date first above written when, and only when, (a) Borrower, Administrative Agent and the Lenders, which constitute the Majority Lenders, U.S. Borrower shall have duly executed and delivered paid, on or before June 18, 2007, for the benefit of each Lender executing this Amendment pursuant on or before 12:00 Noon Eastern time on June 18, 2007, a fee equal to Section 13.04 0.10% of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; Total Exposure Amount of each such Lender and (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly received, on or before June 18, 2007, the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent: (i) Counterparts of this Amendment executed by each Borrower, each Subsidiary Guarantor and delivered the Required Lenders or, as to any of the Required Lenders, advice satisfactory to the Administrative Agent that certain Amendment to Fee Lettersuch Required Lender has executed this Amendment; (dii) Borrower Counterparts of the Consent and Confirmation attached hereto executed by each Subsidiary Guarantor; (iii) Evidence reasonably satisfactory to the Administrative Agent that any and all expenses of counsel to the Administrative Agent since the date of its last invoice shall have delivered to Administrative Agent amendments to been paid in full in accordance with Section 10.3 of the Credit Agreement; and (iv) A certificate signed by a duly authorized officer of each Warrant delivered prior to Borrower stating that: (A) All representations and warranties made by such Borrower in Section 3 hereof and in the Credit Agreement (as amended hereby) and the other Loan Documents are true and correct in all material respects as of the date hereof that reduce as if made on the Exercise Price date hereof (as defined in each such Warrant)unless stated to relate solely to an earlier date, in each which case such representations and warranties shall be true and correct in the form attached hereto all material respects as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for of such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached heretoearlier date); and (fB) Borrower shall have paid or reimbursed Administrative Agent after giving effect to the amendments contemplated by Section 1 above, no Default has occurred and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementis continuing.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Sixth Amendment shall not be subject to effective until the date each of the following conditions precedentprecedent has been satisfied: (a) the Administrative Agent has received a counterpart of this Sixth Amendment (which may be by telecopy or other electronic transmission) executed by the Borrower, the MLP, the other Loan Parties, the Administrative Agent Agent, and the Lenders constituting Required Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of such date (unless such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) no Default or Event of Default (in each case subject to any cure period provided has occurred and is continuing under the Loan AgreementCredit Agreement as of such date, (iii) since December 31, 2016, there has been no event or circumstance that has or could reasonably be expected to have a Material Adverse Effect, (iv) there is no litigation, investigation or proceeding known to and affecting the Borrower or any affiliate for which the Borrower is required to give notice under the Loan Agreement shall Credit Agreement, and (v) no action, suit, investigation or proceeding is pending or, to the knowledge of such officer, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP’s general partner, or any of their respective properties that could reasonably be expected to have occurred and be continuing;a Material Adverse Effect; and (c) the Borrower and has paid (i) an amendment fee to the Administrative Agent shall have duly executed (for the benefit of each Lender party hereto) in an aggregate amount equal to 0.10% of each such Lender’s Commitment as of the date hereof and delivered that certain Amendment (ii) the Administrative Agent’s reasonable legal fees and expenses to Fee Letterthe extent invoiced prior to closing; (d) Borrower shall have delivered to the Administrative Agent amendments to each Warrant delivered prior to has received such other documents as may be reasonably required by the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for including a Borrowing Base Certificate and Committed Loan Notice (Financed Inventory) with respect to the Lenders, new Warrants, in each case in Loans deemed to be Inventory Financing Loans on the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementdate hereof.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be is subject to the provisions of Section 10.01 of the Existing Credit Agreement. This Amendment shall become effective as of the date first above written when, and only when (the “Amendment No. 4 Effective Date”), each of the following conditions precedentshall have been fulfilled to the satisfaction of the Administrative Agent: (a) Borrower, All accrued costs and expenses and fees of the Administrative Agent in connection with the administration of the Existing Credit Agreement and the Lenderspreparation, which constitute the Majority Lendersexecution, shall have duly executed delivery and delivered administration of this Amendment pursuant and the other instruments and documents to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided be delivered hereunder and under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; Documents (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant)including, in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agentwithout limitation, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of counsel for the Administrative Agent’s Agent and the Lenders’ legal counselLead Arranger) incurred in connection with shall have been paid by the Borrowers; (b) The Administrative Agent shall have received counterparts of this Amendment pursuant executed by the Borrower and the Required Lenders or, as to Section 13.03(a)(i)(z) any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; (c) The Administrative Agent shall have received counterparts of the consent attached hereto executed by each Guarantor; (d) The Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrowers stating that: (i) The representations and warranties contained in the Loan AgreementDocuments and in Section 4 hereof are correct on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate; and (ii) No event has occurred and is continuing that constitutes a Default; and (e) The amendment fee referred to in Section 2 hereof shall have been paid by the Borrowers.

Conditions of Effectiveness. The effectiveness of Section 2 of this Amendment shall be is subject to the following conditions precedentprecedent that: (a) the Agent shall have received: (i) duly executed counterparts of this Amendment from each of the Borrower, Administrative Agent the Lender, the Secondary Lender and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedAgent; (bii) a certificate of a Responsible Officer of the Borrower certifying (i) as to its declaration of trust, by-laws, Valuation Procedures and Prospectus, (ii) as to the resolutions of its Trustees (in form and substance reasonably acceptable to the Agent) authorizing the execution and delivery of this Amendment and performance of this Amendment and the Credit Agreement and the Fee Letter as amended hereby, (iii) as to the incumbency and specimen signatures of the officers authorized to execute this Amendment and any other documents delivered in connection herewith on behalf of the Borrower, (iv) that upon the effectiveness of this Amendment and after giving effect hereto, no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have has occurred and be continuingis continuing and (v) that upon the effectiveness of this Amendment and after giving effect hereto, all representations and warranties of the Borrower made in the Program Documents to which it is a party, as amended by this Amendment, are true and correct in all material respects (or, in the case of those representations and warranties that are qualified with materiality or Material Adverse Effect, true and correct in all respects); (ciii) Borrower favorable written opinions of New York and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to Massachusetts counsel for the date hereof that reduce the Exercise Price (as defined in each such Warrant)Borrower, in each case in form and substance reasonably acceptable to the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (fiv) Borrower such other documents, instruments and agreements as the Agent shall reasonably request; and (b) the Conduit Lender shall have paid received an amendment fee equal to 0.05% of the Total Commitment in effect on the date hereof (after giving effect to this Amendment), which fee shall be in addition to, and not in lieu of any other fees, expenses, reimbursements, indemnities and any other amounts payable by the Borrower under or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementCredit Agreement and shall be non-refundable once paid.

Conditions of Effectiveness. The effectiveness of Section 2 All provisions of this First Amendment shall be subject to effective upon satisfaction of, or completion of, the following conditions precedentfollowing: (a) the Administrative Agent shall have received counterparts of this First Amendment executed by the Borrower, Administrative Agent each Guarantor, the Required Lenders and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, each Lender that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedis increasing its Revolving Credit Commitment; (b) no Default or Event the representations and warranties set forth in Section 2 of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement this First Amendment shall have occurred be true and be continuingcorrect; (c) Borrower and the Administrative Agent shall have duly executed received a certificate of the Borrower dated as of the First Amendment Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and delivered attaching the resolutions adopted by the Borrower approving or consenting to such increase and authorizing the execution, delivery and performance of this First Amendment and the Replacement Revolving Loan Notes, and (ii) certifying that, before and after giving effect to such increase, (A) each of the conditions set forth in Section 4.02 of the Credit Agreement shall have been satisfied; (B) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents that certain are subject to materiality and Material Adverse Effect qualifications are true and correct in all respects and the representations and warranties contained in Article V of 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, on and as of the First Amendment Effective Date, except to Fee Letterthe extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (C) no Default exists; (d) Borrower to the extent requested by a Lender, the Administrative Agent shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in received a fully-executed Replacement Revolving Loan Note for each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by BorrowerLender; (e) all fees required to be paid to the Lenders on or before the First Amendment Effective Date shall have been paid; (f) unless waived by the Administrative Agent, the Borrower shall have delivered paid all fees, charges and disbursements of counsel to the Administrative AgentAgent directly to such counsel to the extent invoiced prior to or on the First Amendment Effective Date; (g) since December 31, for the Lenders2020, new Warrantsthere shall not have occurred any event or condition that has had or could reasonably be expected to have, in each case either individually or in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this documentaggregate, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)a Material Adverse Effect; and (fh) Borrower the Administrative Agent shall have paid or reimbursed received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementAgent shall reasonably require.

Conditions of Effectiveness. The effectiveness Sections 9 and 24 of Section 2 Article I, and Article II, shall become effective as of the date hereof when the Agent shall have received counterparts of this Amendment executed by each of the Borrower, the Guarantors, the Lenders and the Agent, and all other provisions of Article I shall be subject to become effective when, and if, on or before February 28, 1998, each of the following conditions precedent:precedent shall have been fulfilled (the "Amendment Effective Date"): (a) BorrowerThe Agent shall have received copies, Administrative Agent certified by the Secretary or an Assistant Secretary of the Borrower to be correct, of all company action taken by the Borrower to authorize the issuance of the Subordinated Indebtedness and this Amendment and the Lenders, which constitute transactions contemplated thereby and hereby together with (i) the Majority Lenders, shall have duly executed certificate of formation and delivered this Amendment pursuant to Section 13.04 operating agreement of the Loan Agreement; provided, however, that this Amendment Borrower and (ii) such other documents as the Agent shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedreasonably require; (b) The Agent shall have received a certificate from a Financial Officer of the Borrower certifying as to the following: (i) that the Borrower has received the proceeds of the Subordinated Indebtedness and setting forth the aggregate amount of such Subordinated Indebtedness issued by the Borrower; (ii) that attached to such certificate are duly executed, true and correct copies of the indenture, the notes, the offering memorandum and all other documents executed in connection with the issuance of the Subordinated Indebtedness (the "Transaction Documents"); (iii) that each of the Transaction Documents attached thereto is in full force and effect; (c) The Agent shall have received a Compliance Certificate from a Financial Officer of the Borrower as to the following: (i) certifying as to compliance with Section 7.11 of the Credit Agreement (the determination of compliance with such ratios to be calculated on a pro forma basis as if such Subordinated Indebtedness were incurred and proceeds thereof were so applied, in each case, at the beginning of such period) and (ii) certifying that immediately prior thereto and after giving effect to the incurrence of such Subordinated Indebtedness, no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (cd) Borrower and Administrative The Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior received an opinion of counsel to the date hereof that reduce Borrower in form and substance satisfactory to the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by BorrowerAgent; (e) Borrower All of the conditions precedent set forth in Article II, Section 1 with respect to the Finance Formation shall have delivered been fulfilled in accordance with the terms and conditions thereto; (f) The Agent shall be satisfied in all respects with the Transaction Documents, including, without limitation, the subordination provisions, and with respect to Administrative Agentany guarantees issued by Borrower's Subsidiaries in connection therewith; (g) The fees and expenses of Special Counsel in connection with the preparation, for negotiation and closing of this Amendment, and the Lenderseffectiveness thereof, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has shall have been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)paid; and (fh) Borrower The Agent shall have paid or reimbursed Administrative received such other documents as the Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreementshall reasonably require.

Conditions of Effectiveness. The effectiveness of Section 2 of this First Amendment shall be subject to the satisfaction of the following conditions precedentconditions: (a) the Administrative Agent shall have received counterparts of this First Amendment executed by the Initial Lender, each other Lender, the Borrower, Administrative Agent each other Loan Party and the Lenders, which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedParent Guarantor; (b) the representations and warranties set forth in Section 2 of this First Amendment shall be true and correct in all material respects (without duplication of any applicable materiality qualification); (c) the Administrative Agent shall have received a certificate of each Loan Party dated as of the First Amendment Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party authorizing the execution, delivery and performance of this First Amendment, and (ii) certifying that, before and after giving effect to this First Amendment, (A) no Default or Event of Default has occurred and is continuing or would occur as a result of the execution, delivery and performance of this First Amendment, (in B) all representations and warranties of each case subject to any cure period provided under of the Loan Agreement) under Parties in the Loan Documents signed by such Loan Party are true, correct, and complete in all material respects with the same effect as though such representations and warranties had been made on the date hereof (it being understood and agreed that any representation or warranty that is qualified as to "materiality," "Material Adverse Effect" or similar language shall be true and correct in all respects as of such date), except (x) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (with duplication of any applicable materiality qualification) as of such specified earlier date and (y) that the representations and warranties contained in Sections 4(c) of the Credit Agreement shall have occurred be deemed to refer to the most recent financial statements furnished pursuant to Section 5(d)(i) and be continuing; (cii) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letterof the Credit Agreement; (d) Borrower the Administrative Agent shall have delivered received a reaffirmation of the ABL/Term Loan Intercreditor Agreement in form and substance reasonably satisfactory to the Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrowerthe ABL Agent and the Loan Parties; (e) the Administrative Agent shall have received an executed copy of an amendment to the ABL Credit Agreement, which shall permit the incurrence of the Additional Delayed Draw Term Loan in an aggregate principal amount of up to $150,000,000 and otherwise be in form and substance reasonably satisfactory to the Administrative Agent; (f) the Administrative Agent shall have received an executed copy of the material Hercules Acquisition Documents certified by the Borrower to be true, complete and correct, as of the First Amendment Effective Date; (g) subject to the Legal Expenses Limitation, unless waived by the Administrative Agent, the Borrower shall have delivered paid all fees, charges and disbursements of counsel to the Administrative AgentAgent directly to such counsel to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date; (h) since December 31, for the Lenders2022, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, no Material Adverse Effect has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto)occurred; and (fi) Borrower the organizational structure and capital structure of Parent Guarantor and its Subsidiaries both before and immediately after giving pro forma effect to the Hercules Acquisition shall have paid or reimbursed Administrative Agent and be reasonably satisfactory to the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement.

Conditions of Effectiveness. The effectiveness of Section 2 This Agreement shall become effective when the Agent shall have received counterparts of this Amendment Agreement executed by the Borrower and each of the Lenders; PROVIDED, HOWEVER, that the Lenders shall not be required to make the initial Advance hereunder, unless and until the Agent shall have received each of the documents specified in subsections (a) - (l) below (with all documents required below, except as otherwise specified, to be dated the date of receipt thereof by the Agent, which date shall be subject the same for all such documents, and each of such documents to be in form and substance satisfactory to the following Agent, and (except for the Notes) to be in sufficient copies for each Lender), and the conditions precedentspecified in subsections (m) and (n) below shall have been satisfied: (a) Borrower, Administrative Agent and Estoppel letters from the Lenders, Bridge Lenders which constitute the Majority Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;all amounts owed by the Bridge Borrower under the Bridge Loans. (b) no Default or Event of Default (in each case subject The Notes evidencing the Loans to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing;made hereunder. (c) Borrower The favorable written opinion by Xxxxx Xxxx Xxxxx Constant Xxxxxxxx & Bilzin, counsel for the Borrower, dated the Effective Date, addressed to the Lenders and Administrative Agent shall in form and substance satisfactory to the Agent, (i) confirming the accuracy of the representations and warranties set forth in Sections 4.01 (excluding clause (ii) thereof, and limited, in the case of clause (iii) thereof, to the jurisdictions listed under the heading "Where Qualified" in Schedule VII hereto), 4.02, 4.06, 4.11, 4.12 and the second sentence of Section 4.08 hereof, (which opinion, as to the representations set forth in clauses (ii)(b), (iii) and (iv) of Section 4.02, Sections 4.06, 4.11, 4.12 and the second sentence of Section 4.08 hereof, may be to the best knowledge of such counsel, and may in its entirety be limited to Florida, Arizona, Delaware, Texas, California, and United States federal law); and (ii) to the effect that this Agreement, the Notes and the Pledge Agreement have been duly authorized, executed and delivered that certain Amendment by the Borrower. Such counsel may rely, in its opinion, on the opinions of special counsel to Fee Letter;the Borrower referred to in Section 5.01(d) below, as to matters of law of the State of Illinois, and on the opinion of Xxxxxxxxx, Xxxxx of Phoenix, Arizona as to matters of law of the State of Arizona, and the opinions of Xxxxx & Xxxxxx and Xxxxxxxxx & XxXxxx, P.C. as to matters of law of the State of Texas, and the opinion of Palmieri, Tyler, Xxxxxx, Xxxxxxx & Xxxxxxx as to matters of law of the State of California. The Borrower hereby instructs its counsel to prepare its opinion and deliver it to Lenders for their benefit, and such opinion shall contain a statement to such effect. (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior The favorable written opinion of Xxxxxxx & Xxxxx, special counsel to the date hereof Borrower, that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material no authorization, consent, approval, license or exemption of, or filing nor registration with or other action by any Illinois, United States federal or Delaware governmental department, commission, board, bureau, regulatory body, agency or instrumentality or to the best knowledge of such counsel, any court is or will be necessary for the execution, delivery and performance by the Borrower of this Agreement, the Notes and the Pledge Agreement and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent this Agreement, the Notes and the Pledge Agreement constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as the rights and remedies of the Lenders for their reasonable out thereunder may be limited by (A) applicable bankruptcy, reorganization, insolvency and other laws effecting creditors' rights generally from time to time in effect, (B) the exercise of pocket costs the discretionary powers of the court before which any proceeding seeking equitable remedies (including, without limitation, specific performance and expenses injunctive relief) may be brought, and (including C) such other qualifications expressed in the reasonable fees and expenses opinion PROVIDED that such qualifications are acceptable to Agent. Such counsel may rely on the opinion of Administrative Agent’s and counsel to the Lenders’ legal counsel) incurred in connection with this Amendment Borrower delivered pursuant to Section 13.03(a)(i)(zsubsection (c) of above relating to the Loan Agreement.representations set forth in Sections 4.01 and 4.02

Conditions of Effectiveness. The effectiveness of Section 2 of this This First Amendment shall be subject become effective as of the date (such date being referred to as the “First Amendment Effective Date”) when, and only when, each of the following conditions precedentprecedent shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this First Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and the Parent Borrower (which may include facsimile or other electronic image scan transmission of a signed signature page of this First Amendment) that such party has signed a counterpart of this First Amendment. (b) The Administrative Agent shall have received a certificate from a Responsible Officer (or such other Person as is reasonably acceptable to the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Parent Borrower contained in the Credit Agreement, this First Amendment and the other Loan Documents are true and correct in all material respects as of the First Amendment Effective Date, except for any representation and warranty made 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 that the representations and warranties contained in subsections (a) and (b) of Section 6.1.7 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1.1 of the Credit Agreement; that the Parent Borrower is not in violation of any of the covenants contained in the Credit Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this First Amendment, no Default or Event of Default has occurred and is continuing; and that each of the conditions in this Article III has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise). (c) The Administrative Agent shall have received a certificate of the secretary, assistant secretary or general counsel of each Credit Party (or such other Person as is reasonably acceptable to the Administrative Agent) certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this First Amendment and certifying that attached thereto is a true, correct and complete copy of (A) the articles of incorporation or comparable organizational documents, if any, of such Credit Party and all amendments thereto, certified as of a recent date (1) in the case of Credit Parties (other than Foreign Subsidiary Borrowers), by the appropriate Governmental Authority in its jurisdiction of incorporation for such Credit Parties and (2) in the case of each Foreign Subsidiary Borrower, by such Foreign Subsidiary Borrower, (B) the bylaws or comparable organizational documents, if any, of such Credit Party as in effect on the date of such certifications, and (C) resolutions duly adopted by the Board of Directors or comparable governing body of such Credit Party authorizing, as applicable, the borrowings contemplated under the Credit Agreement (as modified by this First Amendment) and the execution, delivery and performance of this First Amendment and the other Loan Documents to which it is a party. (d) The Administrative Agent shall have received long-form certificates as of a recent date of the good standing or active status, as applicable, of the Credit Parties (other than the Foreign Subsidiary Borrowers) under the laws of their respective jurisdictions of organization and short-form certificates as of a recent date of the good standing of the Parent Borrower under the laws of each other jurisdiction where the Parent Borrower is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect. (e) The Administrative Agent shall have received opinions in form and substance reasonably satisfactory to the Administrative Agent of (i) the General Counsel or Assistant General Counsel of the Parent Borrower, (ii) Hunton & Xxxxxxxx LLP, special counsel to the domestic Credit Parties, and (iii) local foreign counsel to the applicable Credit Parties in the jurisdiction of organization of each Foreign Subsidiary Borrower, addressed to the Administrative Agent and the Lenders, all in form and substance reasonably satisfactory to the Administrative Agent. (f) Since December 31, 2010, nothing shall have occurred (and neither the Administrative Agent nor the Lenders shall have become aware of any facts or conditions not previously known) which constitute has had a Material Adverse Effect. (g) The representations and warranties of the Majority Parent Borrower set forth in Article IV hereto shall be true and correct on and as of the First Amendment Effective Date (except as otherwise set forth in such representations and warranties). (h) Except as set forth in the Current SEC Reports, as of the First Amendment Effective Date, there shall be no actions, suits or proceedings pending or, to the knowledge of a Responsible Officer, threatened (i) with respect to the Credit Agreement, this First Amendment or any other Loan Document or (ii) which the Administrative Agent or the Required Lenders shall reasonably determine would have a Material Adverse Effect. (i) The Parent Borrower shall have paid (i) all accrued and unpaid fees and interest due under the Credit Agreement and owing to the Exiting Lenders and Continuing Lenders as of the First Amendment Effective Date and (ii) all accrued and unpaid fees or commissions due under the Credit Agreement (including, without limitation, reasonable legal fees and out-of-pocket expenses for which invoices have been presented) to the Administrative Agent and Lenders, shall have duly executed and delivered this Amendment pursuant to Section 13.04 any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;Documents. (bj) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) The Parent Borrower shall have delivered to the Administrative Agent amendments to each Warrant delivered prior to all documentation and other information requested by the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementUSA Patriot Act.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment and Waiver shall be subject to effective as of September 28, 2008 (the following conditions precedent:“Eighth Amendment Effective Date”) when, and only when, (a) a Borrower shall have paid, on or before October 1, 2008 to the Administrative Agent for the ratable account and benefit of each Lender executing this Amendment and Waiver on or before 5:00 p.m. Eastern time on October 1, 2008, a fee equal to 0.10% of the Total Exposure Amount of each such Lender; (b) the Administrative Agent shall have received, on or before October 1, 2008, the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent: (i) Counterparts of this Amendment and Waiver executed by each Borrower and the Required Lenders or, as to any of the Required Lenders, advice satisfactory to the Administrative Agent that such Required Lender has executed this Amendment and Waiver; (ii) Counterparts of the Consent and Confirmation attached hereto executed by each Subsidiary Guarantor; (iii) In accordance with Section 6, evidence reasonably satisfactory to the Administrative Agent that any and all expenses of all counsel to the Administrative Agent for services rendered since the date of their last invoice, or since they commenced work, as well as all expenses in connection with this Amendment and Waiver shall have been paid in full in accordance with Section 10.3 of the Credit Agreement; (iv) A certificate signed by a duly authorized officer of each Borrower stating that: (A) All representations and warranties made by such Borrower in Section 4 hereof and in the Credit Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof as if made on the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (B) after giving effect to this Amendment and Waiver, no Default shall have occurred and be continuing. (c) Within 15 days after the Eighth Amendment Effective Date, the Administrative Agent shall have received (i) corporate resolutions of the Borrowers authorizing the transactions contemplated under this Amendment and Waiver and (ii) legal opinions of Hunton & Xxxxxxxx LLP, counsel to the U.S. Borrower, addressed to the Administrative Agent and the Lenders, which constitute as to such matters as the Majority LendersAdministrative Agent may reasonably request including, shall have duly executed without limitation, corporate formalities, due authorization and delivered delivery and, enforceability of this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement shall have occurred and be continuing; (c) Borrower and Administrative Agent shall have duly executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan AgreementWaiver.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject to become effective as of the date first above written when, and only when, the following conditions precedenthave been satisfied: (a) Borrowerthe Agent shall have received counterparts of this Amendment executed by the Company, Administrative Agent and the Lenders, which constitute the Majority Lenders, shall have duly the Extending Lenders, and/or, as to any such Majority Lender and Extending Lender, advice satisfactory to the Agent that such Lender has executed and delivered this Amendment pursuant to Section 13.04 of the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfiedAmendment; (b) no Default or Event of Default (in each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement Agent shall have occurred received a certificate of the Secretary or Assistant Secretary of the Company, in form and substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Company executing this Amendment (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this Amendment, and (iii) certify that, as of the date of such certificate (which shall not be continuingearlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded; (c) Borrower and Administrative Agent shall have duly each Guarantor has executed and delivered that certain Amendment to Fee Letter;a consent in the form of Annex A hereto; and (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior to all other fees and expenses of the date hereof that reduce the Exercise Price (as defined in each such Warrant), in each case in the form attached hereto as Exhibit B and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the (i) all reasonable fees and expenses of Administrative counsel to the Agent and (ii) all retainers for counsel to the Agent and advisor to the Agent’s and ), to the Lenders’ legal counsel) incurred in connection with this Amendment pursuant extent invoiced prior to Section 13.03(a)(i)(z) of the Loan Agreementdate hereof, shall have been paid.

Conditions of Effectiveness. The effectiveness of Section 2 of this This Amendment shall be subject become --------------------------- effective when, and only when, the Bank shall have received all of the following documents, each document (unless otherwise indicated) being dated the date hereof, in form and substance satisfactory to the following conditions precedentBank and its counsel: (a) Borrower, Administrative Agent Certified copies of (i) the resolutions of the Board of Directors of each of the Borrowers approving this Amendment and the Lendersmatters contemplated herein, which constitute the Majority Lendersand (ii) all documents evidencing other necessary corporate action and governmental approvals, shall have duly executed and delivered if any, with respect to this Amendment pursuant to Section 13.04 of and the Loan Agreement; provided, however, that this Amendment shall have no binding force or effect unless all conditions set forth in this Section 3 have been satisfied;matters contemplated herein. (b) no Default or Event the following documents: (i) an Allonge for each of Default the Notes executed on the original Closing Date (collectively, the "Allonges"); (ii) such documents as may be reasonably requested by the Bank executed by each of the Borrowers in favor of the Bank amending the Collateral in order to reflect the execution of this Agreement; (iii) Security Agreements substantially in such form as may be required by the Bank duly executed by each case subject to any cure period provided under the Loan Agreement) under the Loan Agreement Borrower. In addition, each Borrower shall have occurred taken such other action (including delivering to the Bank, for filing, appropriately completed and be continuing;duly executed copies of Uniform Commercial Code financing statements) as the Bank shall have requested in order to perfect the security interests created pursuant to the Security Agreements. (c) Borrower A favorable opinion of counsel for the Borrowers, to the effect that this Amendment and Administrative Agent shall each of the documents required under subsection 3(b)(ii) and (iii) above have been duly authorized, executed and delivered that certain Amendment to Fee Letter; (d) Borrower shall have delivered to Administrative Agent amendments to each Warrant delivered prior by the Borrowers and covering such other matters relating to the date hereof that reduce Borrowers, this Agreement or the Exercise Price (transactions contemplated hereunder as defined in each such Warrant), in each case in may be requested by the form attached hereto as Exhibit B Bank and duly executed by Borrower; (e) Borrower shall have delivered to Administrative Agent, for the Lenders, new Warrants, in each case in the form attached hereto as Exhibit C and duly executed by Borrower [****]= Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (for such number of shares as indicated opposite each Holder’s (as defined in each such Warrant) name on Schedule I attached hereto); and (f) Borrower shall have paid or reimbursed Administrative Agent and the Lenders for their reasonable out of pocket costs and expenses (including the reasonable fees and expenses of Administrative Agent’s and the Lenders’ legal its counsel) incurred in connection with this Amendment pursuant to Section 13.03(a)(i)(z) of the Loan Agreement.