Common use of Conditions of Effectiveness Clause in Contracts

Conditions of Effectiveness. This Agreement shall become effective if, on or before September 18, 2018, all of the following conditions precedent have been met: (a) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This (a) The effectiveness of this Agreement shall become effective if, on is subject to the satisfaction (or before September 18, 2018, all waiver) of the following conditions precedent have been metprecedent: (ai) The Administrative Agent's receipt of Agent shall have received the following, each of which shall be originals, "pdfs" originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible OfficerOfficer of the Borrower (unless otherwise specified), 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 reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i1) this Agreement executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, by each Lender and the Borrowerparty hereto; (ii2) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence favor of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyeach Lender requesting a Note; (iv3) such certificates of or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 Documents; (4) such documents and certifications as the Administrative Agent may reasonably require to which evidence that the Borrower is a party duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to be a party;engage in business in the state of its organization; and (v5) Borrower shall have delivered to the Administrative Agent a certificate, in form favorable opinions of Xxxxxxxx and substance reasonably satisfactory to the Administrative Agent, Xxxxxxxx LLP and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower’s General Counsel, addressed to the Administrative Agent and each Lender, as to customary the matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;set forth in Exhibit E. (ix6) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance evidence reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in it that any and all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder fees and the termination of all commitments thereunder; (b) All fees expenses required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid pursuant to the Lenders on or before Commitment Letter and the Closing Date shall Fee Letter have been paid. (c7) Unless waived by the Administrative Agent, The representations and warranties of the Borrower contained in Article V shall have paid be true and correct in all reasonable material respects on and documented out-of-pocket fees, charges and disbursements as of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus except to the extent that such additional amounts representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such feesearlier date. (8) No Default shall exist. (b) Upon the satisfaction of all of the conditions to effectiveness (or waiver thereof) set forth in Section 4.01(a), charges and disbursements as the Administrative Agent shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between promptly notify the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to Lenders of the Administrative Agenteffectiveness of this Agreement, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement such notice shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretobinding on all parties hereto.

Conditions of Effectiveness. This Agreement shall become effective if, on or before September 18, 2018, all The effectiveness of this Amendment is subject to the following conditions precedent have been metthat: (a) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received counterparts of this Amendment duly executed by the results of a Lien search (including a search as to judgmentsBorrowers, bankruptcythe Required Lenders, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder Administrative Agent and the termination of all commitments thereunderIssuing Bank; (b) All fees required the Administrative Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Loan Guarantors; (c) the Administrative Agent shall have received an executed and effective amendment to the Prudential Note Agreement, which amendment shall be paid substantially in the form set forth on Exhibit B hereto; (d) the Borrower Representative shall have made a Borrowing Request to the Administrative Agent on or before for a Revolving Borrowing in an amount equal to $14,645,000 for purposes of repaying the Closing Date Term Loans in an equivalent amount substantially concurrently with the effectiveness of this Amendment; (e) the Administrative Agent shall have been paid received from the Borrowers, on behalf of each Lender signatory hereto that delivers its executed signature page to this Amendment by no later than the date and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived time specified by the Administrative Agent, an amendment fee in an amount equal to 0.10% of the Borrower sum of (i) such Lender’s Revolving Commitment immediately prior to the effectiveness of this Amendment plus (ii) the aggregate principal amount of such Lender’s Term Loans outstanding immediately prior to the effectiveness of this Amendment; and (f) the Administrative Agent shall have paid all received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and expenses (including, to the extent invoiced in an invoice dated on or prior to the date hereof, reasonable and documented out-of-pocket fees, charges fees and disbursements expenses of one primary counsel to the Administrative Agent (directly to such counsel if requested by for the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower in connection with this Amendment and the Administrative Agent)other Loan Documents. (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Articles II and III of this Agreement shall become effective if, on or before September 18, 2018, as of the date (the "Effective Date") when and only when all of the following conditions precedent set forth in this Article IV have been met:satisfied. (a) The Administrative Agent's receipt of Agent shall have received on or before the Effective Date the following, each of which shall be originals, "pdfs" or telecopies dated such day (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent Debt Coordinators (unless otherwise specified) and in sufficient copies for each of the LendersLender Party: (i) executed counterparts A counterpart of this Agreement, sufficient in number for distribution to the Administrative Agent, Agreement executed by or on behalf of each Loan Party and each Lender and Party or the Borrower;requisite number of Lender Parties under each of the Covered Facilities constituting "required lenders" thereunder (or such similar term as denotes the necessary number of lenders or other financial institutions owed or holding the required percentage of loans or other credit extensions outstanding or commitments therefor as may be necessary to amend, modify, restate and, in certain cases, extend, any such Credit Facility as herein stated), as determined by the Debt Coordinators (with notice thereof to Group). (ii) a Revolving Credit Note The Amendment, Modification, Restatement and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, General Provisions Agreement in substantially the form of Exhibit E A hereto (together with each other pledge agreement supplement delivered in connection therewithas the same may be amended, in each case as amendedsupplemented or otherwise modified from time to time, the "Pledge Facility Agreement"), duly executed by each Loan Party, the Borrower and any applicable SubsidiaryDebt Coordinators, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect and the Liens created thereby;Collateral Trustee. (iviii) such certificates of resolutions or The valuation report for all trademarks, copyrights, patents, licenses and other action, incumbency certificates and/or other certificates of Responsible Officers general intangibles of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party;Parties. (vb) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after Before giving effect to the financing hereunder and each transactions contemplated by the Loan to be advanced on the Closing DateDocuments, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII;there shall have occurred no Material Adverse Change. (vic) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is There shall exist no action, suit, investigation investigation, litigation or proceeding pending or, to the knowledge of the Borrower, or threatened in writing in any court or before any arbitrator or Governmental Authority governmental instrumentality that would (i) could reasonably be expected to have result in a Material Adverse Effect and Change or (Dii) that no consentsrestrains, licenses prevents or approvals are required in connection with imposes or can reasonably be expected to impose materially adverse conditions upon the consummation by Covered Facilities or the Borrower of the transaction transactions contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)thereby. (d) The Borrower Nothing contained in any public disclosure made by Group or any of its Subsidiaries after July 19, 2000, or in any information disclosed to the Arrangers or the Lender Parties by Group or any of its Subsidiaries after such date, shall lead any Arranger or any Lender Party to determine that, and none of the Arrangers or the Lender Parties shall have delivered otherwise become aware of any fact or condition not disclosed to them prior to such date which shall lead any Arranger or Lender Party to determine that the condition (financial or otherwise), operations, performance, properties or prospects of Group and its Subsidiaries, taken as a whole, are different in any material adverse respect from that disclosed in writing to such Arranger or Lender Party by or on behalf of Group prior to such date, or derived by such Arranger or Lender Party from the public filings of Group or any of its Subsidiaries prior to such date. (e) All governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Administrative Agent, Lender Parties) and any no law or regulation shall be applicable in the judgment of the Lender requesting the same, a Beneficial Ownership CertificationParties, in each case at least five that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (5f) Group shall have paid (i) the fees specified in Sections 7.2 and 7.3 of the Facility Agreement, and all accrued fees of the Agents and the Lender Parties, in each case to the Administrative Agent for deposit in the Administrative Agent's Account, and the Administrative Agent will distribute such funds to the Lender Parties not later than the next succeeding Business Days Day thereafter and (ii) all accrued expenses of the Agents and the Lender Parties (including the reasonable accrued fees and expenses of counsel to the Debt Coordinators and the Lender Parties, and all local counsel and foreign jurisdiction counsel to the Debt Coordinators) which have been invoiced prior to the Closing Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement Amendment shall become effective ifas of the date when, on or before September 18and only when (the “Amendment No. 2 Effective Date”), 2018, all each of the following conditions precedent shall have been metsatisfied or waived: (ai) The Administrative Agent's receipt Agent shall have received counterparts of this Amendment executed by (A) the Borrower and AMR, (B) the Administrative Agent and the Collateral Agent and (C) each of the followingRequired Lenders, each of which shall be originalsor as to any such Lender, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably advice satisfactory to the Administrative Agent that such Lender has executed this Amendment. (ii) A certificate of each Loan Party signed on behalf of such Loan Party by its President or a Vice President and each its Secretary or any Assistant Secretary, dated the date of the Lenders: Amendment No. 2 Effective Date, certifying as to (i) executed counterparts the truth of this Agreementthe representations and warranties contained in the Financing Documents as though made on and as of the date of the Amendment No. 2 Effective Date, sufficient except to the extent that any such representation or warranty relates to a specified date, in number for distribution which case such representation or warranty shall be or was true and correct as of such date, and (ii) the absence of any event occurring and continuing, or resulting from the Amendment No. 2 Effective Date, that constitutes a Default or an Event of Default. (iii) The Borrower shall have paid (a) to the Administrative Agent, for the benefit of each Term 2 Lender and the Borrower; (ii) executing this Amendment on or before May 15, 2008, a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) fee equal to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence 3.50% of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers aggregate principal amount of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity Term 2 Advances of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and such Lender outstanding on the other Loan Documents to which the Borrower is a party or is to be a party; date hereof, (vb) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by for the chief financial officer benefit of Borrowereach Revolving Credit 1 Lender executing this Amendment on or before May 15, that (A) after giving 2008, a fee equal to 1.50% of the Revolving Credit 1 Commitment of each such Lender in effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, date hereof and (Bc) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date all invoiced accrued fees and expenses of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which (including the proceeds reasonable fees and expenses of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin Shearman & Sterling LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, for which invoices shall have been provided to the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) two Business Days prior to the Closing Amendment No. 2 Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto).

Conditions of Effectiveness. This The effectiveness of this Agreement shall become effective if, on or before September 18, 2018, all is subject to satisfaction of the following conditions precedent have been metprecedent: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the BorrowerBorrower and dated the Effective Date in favor of each Lender requesting a Note; (iii) a pledge agreementthe Guaranty, in substantially dated as of the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement")Effective Date, duly executed by each of the Borrower Guarantors; (iv) the Security Agreement, dated as of the Effective Date, duly executed by each Loan Party, covering all of each such Person’s equipment, gaming devices (but only to the extent permitted by applicable law and contract) and associated equipment, fixtures, furnishings, inventory, accounts, intangibles and other personal property of every kind and description, including, to the extent permitted by the terms of the financing or leasing agreements applicable thereto, all furniture, fixtures and equipment that are financed or leased, but excluding any applicable SubsidiaryGaming License and the Capital Stock of any entity, together with: (A) acknowledgment copies of properly filed Uniform Commercial Code financing statements (Form UCC-1), dated a date reasonably near to and prior to the extent not already in Effective Date, or such other evidence of filing as may be acceptable to the Administrative Agent's possession, certificates representing naming each of the pledged equity referred Loan Parties (as appropriate) as the debtor, and the Collateral Agent, as the secured party, or other similar instruments or documents, filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to therein accompanied perfect the security interest of the Collateral Agent pursuant to the Security Agreement; (B) Uniform Commercial Code termination statements necessary to release all Liens and other rights of any Person securing any existing Liens (other than Permitted Liens), together with such other Uniform Commercial Code termination statements as the Administrative Agent may reasonably request; (C) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-3), or a similar search report certified by undated stock powers a party acceptable to the Administrative Agent, dated a date reasonably near to the Effective Date, listing all effective financing statements which name any of the Loan Parties (under their present names and any previous names) as the debtor and which are filed in the jurisdictions in which filings were made pursuant to clause (A) above, together with copies of such financing statements (none of which (other than those described in clause (A), if such Form UCC-3 or search report, as the case may be, is current enough to list such financing statements described in clause (A)) shall cover any Collateral described in the Security Agreement except as permitted by Section 7.01); (D) all control agreements required to be executed in blankpursuant to the Security Agreement, each duly executed by each of the appropriate parties thereto; and (BE) such all instruments (including, without limitation, the promissory note from MDDC to the Borrower) and documents required to be delivered to the Collateral Agent pursuant to the Security Agreement; (v) the Trademark Security Agreement, dated as of the Effective Date and duly executed and delivered by the Credit Parties; (vi) the Mortgage, dated as of the Effective Date, duly executed by MDDC, together with evidence of the completion (or satisfactory arrangements for the completion) of all other actions, recordings and filings of the Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable effectively to create a valid, perfected Lien against the properties and the leasehold interests described therein or with respect purported to be covered thereby; (vii) to the Pledge Agreement extent necessary to obtain an A.L.T.A. Title Policy without a survey exception, an updated surveyor’s plat of the Site prepared (and so certified) in compliance with the provisions of the applicable New Jersey survey standards by a registered land surveyor of New Jersey, and certified to the Administrative Agent and the Title Company; (viii) an A.L.T.A. Title Policy in an amount not less than the sum of (x) the amount of the Aggregate Commitments as of the Effective Date plus (y) the aggregate principal face amount of the Senior Secured Notes, Mortgaged Property that shall (1) include such endorsements as are reasonably required by the Administrative Agent, (2) be reinsured by such reinsurance as is satisfactory to the Administrative Agent in its reasonable discretion, (3) be issued by the Title Insurer in form and substance satisfactory to the Administrative Agent, and (4) insure that: (A) MDDC has a good, fee simple (or, as applicable, leasehold) title to the Site, free and clear of Liens (except the Permitted Liens), encumbrances (except the Permitted Encumbrances) and other exceptions to title (except the Permitted Exceptions); (B) the Mortgage is a valid Lien on the Site, free and clear of all Liens (except the Permitted Liens), encumbrances (except the Permitted Encumbrances) and exceptions (except the Permitted Exceptions); and (C) upon the terms and subject to the conditions set forth in the Mortgage, the Collateral Agent has the right to foreclose against the Site and that, except as otherwise permitted by the Permitted Exceptions, no forfeiture or right of reversion will exist due to covenants, restrictions or encroachments; (ix) evidence of the following insurance coverages: (A) comprehensive general public liability insurance in an amount reasonably satisfactory to the Administrative Agent and the Borrower covering the Borrower and MDDC; (B) worker’s compensation insurance (or self insurance therefor) and employer’s liability insurance for the Borrower and MDDC, all in such amounts as may be required by statute; (C) if commercially available, flood insurance if the Site is located in an area designated by the Secretary of Housing and Urban Development as a special flood hazard area; and (D) rental or business interruption insurance in an amount not less than $500,000,000 per occurrence, subject to standard deductibles and exclusions; All policies of insurance required to be maintained by the Borrower and MDDC shall be issued by companies reasonably satisfactory to the Administrative Agent and shall have coverages and endorsements (including, without limitation, waivers of subrogation and waivers of breach of warranty) and be written for such amount as the Administrative Agent may deem reasonably necessary require. All policies of insurance required to be maintained by Borrower and MDDC must name the Administrative Agent as mortgagee and additional insured or reasonably desirable loss payee, must insure the interest of the Administrative Agent in order the property as mortgagee and must provide that no cancellation or material modification of the policies will be made without thirty days’ prior written notice to perfect Administrative Agent. Certificates for all such policies must be delivered to the Liens created therebyAdministrative Agent and approved by the Administrative Agent (which approval shall not be unreasonably withheld); (ivx) the Hazardous Materials Indemnity, dated as of the Effective Date, duly executed by the Credit Parties; (xi) an appraisal of the properties described in the Mortgage complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989; (xii) a Notice of Special Flood Hazards and Availability of Federal Disaster Relief Assistance duly executed by the Credit Parties which acknowledges that the Site is in an area that has been identified by the director of the Federal Emergency Management Agency as a special flood hazard area and acknowledging the flood insurance requirements applicable in connection therewith; (xiii) the Intercreditor Agreement, dated as of the Effective Date, duly executed by the Administrative Agent, the Collateral Agent and U.S. Bank National Association, in its capacity as the trustee for the holders of the Senior Secured Notes; (xiv) the Borrower shall have received net cash proceeds from the sale of its Senior Secured Notes in an aggregate amount not less than $650,000,000; (xv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (vxvi) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in form good standing and substance reasonably satisfactory qualified to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect engage in business in each jurisdiction where such Person is qualified to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIdo business; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viiixvii) a favorable opinion of Sidley Austin LLPXxxxxxxx & Xxxxxxxx LLP and Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx & Xxxxxxxxx, P.A., counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to customary the matters set forth in Exhibit G and such other matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ixxviii) a certificate of the General Counsel of a Credit Party or the General Counsel of Xxxx stating that each Loan Party has received all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party and that such consents, licenses and approvals are in full force and effect; (xix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfiedsatisfied and that since March 31, (B) that 2010, there has been no event material adverse change in the business, operations, debt service capacity, properties, assets, nature of business, liabilities (including environmental liabilities) or circumstance since the date prospects of the Audited Financial Statements that has had or could be reasonably expected toCredit Parties and their Subsidiaries, either individually or in the aggregate, have taken as a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partywhole; (xxx) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each Existing Credit Agreement has been, or concurrently with the Borrower Effective Date is being, terminated and all Liens securing obligations thereunder have been, or concurrently with the Effective Date are not subject to any Liens (except for Liens permitted under this Agreement)being, released; and (xixxi) substantially concurrent payoff in full of all outstanding obligations under such other assurances, certificates, documents, consents or opinions as the Existing Credit Agreement with Administrative Agent, the proceeds of L/C Issuer, the initial Loans funded hereunder and Swing Line Lender or the termination of all commitments thereunder;Required Lenders reasonably may require. (b) All Any fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Effective Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower The Effective Date shall have paid all reasonable and documented out-of-pocket feesoccurred on or before August 16, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)2010. (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement shall become effective ifas of the Closing Date, on or before September 18, 2018, all of subject to the following conditions precedent have been metprecedent: (a) The Administrative Documentation Agent shall have received the following, each of which shall be originals or telecopies (followed promptly by originals), each properly executed by an Authorized Officer of the signing Loan Party, and each in form and substance satisfactory to the Documentation Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) a Revolving Credit Note and/or Term Note, as applicable, executed by the Borrower in favor of each Lender, as applicable, requesting such Revolving Credit Note and/or Term Note; (iii) counterparts of the Subsidiary Guaranty executed by each Domestic Subsidiary which is a Material Subsidiary; (iv) counterparts of the Pledge Agreements executed by the Borrower together with the original certificates evidencing the applicable ownership interests (if applicable) along with appropriate transfer powers executed in blank; and (v) the other Loan Documents. (b) The Documentation Agent's ’s receipt of the following, each of which shall be originals, "pdfs" originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officeran Authorized 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 reasonably satisfactory to the Administrative Documentation Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Authorized Officers of the Borrower each Loan Party as the Administrative Documentation Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Authorized Officer thereof authorized to act as a Responsible an Authorized Officer in connection with this Agreement and the other Loan Documents to which the Borrower such Loan Party is a party or is to be a party; (vii) Borrower shall have delivered the Organization Documents of each Material Subsidiary and such other documents and certifications as the Documentation Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the Administrative Agent a certificate, in form and substance reasonably satisfactory extent that failure to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or do so could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would not reasonably be expected to have a Material Adverse Effect Effect; (iii) favorable opinions of Xxxxxxxx Xxxxxxxxx & Xxxxxx PC, special counsel to the Loan Parties, and (D) that no consentsXxxxxx, licenses or approvals are required in connection with de Xxxxx, S.E.N.C.R.L./L.L.P, special Quebec counsel to the consummation by Loan Parties as to such matters concerning the Borrower of the transaction contemplated hereby Loan Parties and the executionLoan Documents as the Documentation Agent and Lenders may reasonably request; (iv) a favorable opinion of Xxxxxxxxxx & Xxxxx MNP, delivery special U.K. counsel to the Documentation Agent; (v) projected consolidated financial statements (including a proforma opening balance sheet, proforma operating statements and performance by proforma cash flow statements) of the Borrower and its Subsidiaries for the validity against period from the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgmentsClosing Date through December 31, bankruptcy2012, tax and intellectual property matters in its discretion), each in form and substance reasonably satisfactory thereto, made against acceptable to the Borrower under Documentation Agent and the Uniform Commercial Code Lenders; (vi) such other documents as the Documentation Agent any Lender or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)their counsel may have reasonably requested; and (xivii) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement satisfactory Lien search results with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid respect to the Administrative Agent on or before the Closing Date shall have been paid Borrower and all fees required to be paid to the Lenders on or before the Closing Date shall have been paideach Guarantor. (c) Unless waived The representations and warranties of the Borrower and each other Loan Party contained in Article V and in the other Loan Documents shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects as of such earlier date. (d) No Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof. (e) All amounts due and payable pursuant to the Co-Lead Arranger Fee Letter shall have been received by Fifth Third Bank. (f) The Documentation Agent and/or the Administrative Agent, the Borrower as applicable, shall have paid received payment of all amounts due and payable with respect to reasonable and documented out-of-pocket feescosts, charges fees and disbursements of one primary expenses (including, without limitation, reasonable legal fees and expenses incurred by its special counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agentand special Quebec counsel) to the extent invoiced one (1) Business Day prior to incurred through the Closing Date, plus such additional amounts Date in connection with the Documentation Agent’s due diligence investigation of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and its Subsidiaries and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality negotiation of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLoan Documents.

Conditions of Effectiveness. This Agreement shall become effective if, on or before September 18, 2018, all upon the satisfaction of the following conditions precedent have been metset forth in this Section 3: (a) The Administrative Agent (or its counsel) shall have received from each Borrower and from each other party hereto (including the Administrative Agent's receipt of the following, each Lender and each Voting Participant) an executed signature page counterpart of which this Agreement. CHAR1\1715384v6 (b) The Administrative Agent shall be originalshave received written opinions of counsel for the Borrowers (including any local counsel, "pdfs" or telecopies (followed promptly by originals) unless otherwise specifiedif applicable), each properly executed by a Responsible Officer, each dated the Closing Date (or, in date hereof and as to the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance matters reasonably satisfactory to the Administrative Agent and the Lenders. (c) The Administrative Agent shall have received each of the Lendersfollowing documents, each of which shall be reasonably satisfactory to the Administrative Agent (and to the extent specified below, to each Lender) in form and substance: (i) executed counterparts such documents and certificates as the Administrative Agent or its counsel may reasonably request, certified as of this Agreementthe Second Amendment Effective Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of each Borrower relating to (A) the organization, sufficient in number for distribution existence and good standing of such Borrower, (B) the authorization of the execution, delivery and performance by such Borrower of the applicable Loan Documents delivered by it on the Second Amendment Effective Date and of the borrowings thereunder by such Borrower, (C) certificates as to the Administrative Agentincumbency and signature of each individual signing this Agreement and/or any other Loan Document or other agreement or document contemplated hereby and delivered in connection herewith on behalf of the applicable Borrower, each Lender and (D) the absence of any pending proceeding for the dissolution or liquidation of such Borrower or threatening the existence of such Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate certificate signed by the chief executive officer, chief financial officer or a senior vice president of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since December 31, 2019 that, individually or in the date of the Audited Financial Statements that aggregate, has had or could would be reasonably expected toto have, either individually or in the aggregate, have a Material Adverse Effect, ; (Ciii) a certificate from a Responsible Officer certifying that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, any Responsible Officer threatened in writing in writing, litigation, action or proceeding, including, without limitation, any court Environmental Action, affecting such Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator or Governmental Authority that would could be reasonably be expected likely to have a Material Adverse Effect Effect, excluding for the purposes of this clause (iii) any litigation, actions and proceedings disclosed (Dand solely to the extent disclosed) in writing to the Administrative Agent and the Lenders at least ten (10) days prior to the Second Amendment Effective Date; and (iv) an officer’s certificate from a financial officer of Rayonier to the effect that no consents, licenses or all material governmental and third-party approvals are required necessary in connection with the consummation transactions contemplated by this Agreement have been received and shall be in full force and effect. (d) The Lenders shall have received (i) audited consolidated financial statements of Rayonier for the fiscal years ended December 31, 2017, 2018 and 2019 and (ii) financial statement projections through and including the fiscal year ending 2022, together with such additional financial information as the Administrative Agent may reasonably request (including, without limitation, if requested, a detailed description of the assumptions used in preparing such projections). CHAR1\1715384v6 (e) The Administrative Agent shall have received, at least two (2) Business Days prior to the Second Amendment Effective Date, (i) all documentation and other information required by authorities under applicable “Know Your Customer” and Anti-Terrorism and Anti-Corruption Laws and regulations, including, without limitation, the USA PATRIOT Act and (ii) if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower, in each case, to the extent requested in writing by the Borrower of Administrative Agent at least three (3) Business Days prior to the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party;Second Amendment Effective Date. (xf) the The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid received on the Second Amendment Effective Date separately agreed to between the Administrative Agent on or before the Closing Date and Rayonier and shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agentreceived, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced in reasonable detail at least one (1) Business Day prior to the Closing Datedate hereof, plus such additional amounts reimbursement or payment of such all reasonable out of pocket expenses (including reasonable fees, charges and disbursements of Xxxxx & Xxx Xxxxx PLLC) required to be reimbursed or paid by the Borrowers pursuant to Section 8.04 of the Amended Credit Agreement in connection with the preparation, negotiation, execution and delivery of this Agreement. (g) Each of the representations and warranties made by each Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as shall constitute its reasonable estimate of the Second Amendment Effective Date as if made on and as of such feesdate (except to the extent applicable to an earlier date, charges in which case such representations and disbursements incurred or warranties shall be true and correct in all material respects as of such earlier date and except to the extent such representations and warranties are qualified by materiality, in which case such representations and warranties shall be incurred by it through true and correct as of the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative AgentSecond Amendment Effective Date). (dh) The Borrower No Default or Event of Default shall have delivered to occurred and be continuing on the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Second Amendment Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This (a) The effectiveness of the Lenders’ Commitments under this Agreement shall become effective if, on are subject to the satisfaction (or before September 18, 2018, all waiver) of the following conditions precedent have been metprecedent: (ai) The Administrative Agent's receipt of Agent shall have received the following, each of which shall be originals, "pdfs" originals or telecopies facsimiles or electronic image scans thereof (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible OfficerOfficer of the Borrower (unless otherwise specified), 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 reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i1) this Agreement executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, by each Lender and the Borrowerparty hereto; (ii2) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence favor of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyeach Lender requesting a Note; (iv3) such certificates of or resolutions or other action, action or incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 and resolutions of the Board of Directors of the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form approving and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that authorizing (A) after giving effect to the financing hereunder execution, delivery and each performance of this Agreement and the other Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, Documents and (B) attached thereto are calculations evidencing compliance the entry into the Accelerated Share Repurchase Program and the execution, delivery and performance of any agreement governing such program, certified as of June 30, 2018 with the covenants contained Closing Date by its secretary or an assistant secretary as being in Article VIIIfull force and effect without modification or amendment; (vi4) certificates such documents and certifications as of a recent date of the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing of Borrower and each Subsidiary whose equity securities are subject qualified to engage in business in the Pledge Agreement under the laws state of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable;organization; and (vii5) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds favorable opinions of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to Xxxxxxxx and Xxxxxxxx LLP and the Borrower’s General Counsel, addressed to the Administrative Agent and each Lender, in form substantially as set forth in Exhibits E-1 and E-2. (ii) Any and all costs and expenses incurred by the Administrative Agent prior to customary matters concerning or on the Closing Date and required to be paid or reimbursed by the Borrower pursuant to the terms hereof, including the fees and expenses of Cravath, Swaine & Xxxxx LLP, counsel to the Loan Documents as the Required Lenders may reasonably request;Administrative Agent, shall have been so paid or reimbursed. (ixiii) The representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (iv) On and as of the Closing Date, no Default shall exist. (v) The Administrative Agent shall have received a certificate certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower certifying (A) that Borrower, confirming compliance with the conditions specified set forth in Sections 4.02(aparagraphs (iii) and (iv) of this Section 4.01(a). (b) have been satisfied, (B) that there has been no event or circumstance since Upon the date satisfaction of all of the Audited Financial Statements that has had conditions to effectiveness (or could be reasonably expected towaiver thereof) set forth in Section 4.01(a), either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by Administrative Agent shall promptly notify the Borrower and the validity against the Borrower Lenders of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results effectiveness of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement such notice shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretobinding on all parties hereto.

Conditions of Effectiveness. This Agreement shall become effective if, on or before September 18, 2018, and as of the first date (the “Closing Date”) on which all of the following conditions precedent shall have been metsatisfied or waived in accordance with Section 11.01: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" .pdf copies sent via electronic mail or telecopies telecopied (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Security Agreement"), duly executed by the Borrower and any applicable Subsidiaryeach Secured Guarantor, together with: (A) certificates or instruments representing any Equity Interests in each Secured Guarantor (other than Equity Interests in any Secured Guarantor that is not a direct Subsidiary of another Secured Guarantor) and each Subsidiary of the Borrower directly held by any Secured Guarantor, accompanied by all endorsements and/or powers required by the Collateral Documents; provided that, with respect to any such Subsidiary of a Secured Guarantor that is an Excluded Foreign Subsidiary, 100% of the non-voting Equity Interests (if any) shall be required to be pledged by the Secured Guarantors (or such lesser amount that is owned by any Secured Guarantor) and 65% of the voting Equity Interests of such Excluded Foreign Subsidiary (to the extent not already in owned directly by any Secured Guarantor) shall be required to be pledged (and only the Administrative Agent's possession, certificates or instruments representing the pledged equity referred such Equity Interests shall be required to therein accompanied by undated stock powers executed in blank; andbe delivered hereunder), (B) such evidence of the completion of all other actions, recordings and filings of or (i) a Perfection Certificate with respect to the Pledge Agreement Secured Guarantors dated the Closing Date and duly executed by a Responsible Officer of the Borrower and (ii) certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Secured Guarantor as debtor and that are filed in those state and county jurisdictions in which any Secured Guarantor is organized or maintains its principal place of business and such other searches, if any, that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted to exist pursuant to the terms hereof), (C) UCC financing statements in proper form for filing, registration or recordation in all jurisdictions that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyunder such Collateral Documents, covering the Collateral described in such Collateral Documents, (D) (i) the Control Agreements referred to in Section 2.06, duly executed by each of the parties thereto and (ii) the Control Agreements with respect to each Deposit Account or Securities Account in which any Borrowing Base Assets are on deposit and any other Control Agreement required by the Loan Documents, in each case, duly executed by each of the parties thereto and, in each case, other than those referred to in Section 6.21, and (E) such other agreements and documents, and evidence that all other actions, recordings and filings have been taken, in each case that the Administrative Agent may reasonably deem necessary or desirable in order to create or perfect the Liens created under the Collateral Documents; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) a Borrowing Base Certificate, as of the Closing Date; (v) a certificate of each Loan Party dated as of the Closing Date signed by a Responsible Officer of such Loan Party certifying that the condition set forth in Section 4.01(b) is satisfied; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (vvii) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject qualified to the Pledge Agreement under the laws of engage in business in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursedformation; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (ix) a favorable opinion of (A) Xxxxxxxx & Xxxxxxxx LLP, Maryland counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower and the Loan Documents to which the Borrower is a party as the Required Lenders Administrative Agent may reasonably request, (B) Bilzin, Xxxxxxx Xxxxx Price & Xxxxxxx LLP, Florida counsel to LNR Partners, LLC, addressed to the Administrative Agent and each Lender, as to such matters concerning LNR Partners, LLC and the Loan Documents to which it is a party as the Administrative Agent may reasonably request, and (C) Xxxxxxx Xxxxxxx & Xxxxxxxx XXX, United Kingdom counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender, concerning enforceability of the English law Loan Document to be delivered on the Closing Date; (ixx) a certificate signed by of a Responsible Officer of the Borrower certifying each Loan Party either (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date attaching copies of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no all consents, licenses or and approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower such Loan Party and the validity against the Borrower such 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, or (B) stating that no such consents, licenses or approvals are so required; (xxi) a certificate of a Responsible Officer of the Borrower certifying that the Borrower has delivered true and correct copies of the operating agreements, partnership agreements or other applicable organizational documents of each Borrowing Base Covenant Subsidiary and, subject to Section 6.21, each Unrestricted Real Property Subsidiary; (xii) the Administrative Agent shall have received the results absence of a Lien search (including a search as to judgmentsany action, bankruptcysuit, tax and intellectual property matters in its discretion)investigation or proceeding, pending or threatened, in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (any court or applicable judicial docket) as in effect in each jurisdiction in which filings before any arbitrator or recordations under the Uniform Commercial Code should be made governmental authority that purports to evidence or perfect security interests in all assets of materially affect the Borrower, indicating among other things the Guarantors or any of their respective Subsidiaries, or any transaction contemplated hereby, or that the assets of each could have a material adverse effect on the Borrower are not subject or the Guarantors, or any of their respective Subsidiaries, or any transaction contemplated hereby or on the ability of the Borrower or the Guarantors to any Liens (except for Liens permitted perform its obligations under this Agreement)the Loan Documents; and (xixiii) substantially concurrent payoff in full of all outstanding obligations under a Solvency Certificate from the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;Loan Parties demonstrating that each Loan Party is Solvent. (b) All fees required to (A) The representations and warranties contained in Article V and the other Loan Documents shall be paid to the Administrative Agent true and correct in all material respects on or before and as of the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. Date, except (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agentx) to the extent invoiced one (1) Business Day prior that such representations and warranties specifically refer to the Closing Datean earlier date, plus such additional amounts in which case they are true and correct as of such feesearlier date and (y) any representation or warranty that is already by its terms qualified as to “materiality”, charges “Material Adverse Effect” or similar language shall be true and disbursements correct in all respects as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or date after giving effect to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agentqualification, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5B) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement no Default shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoexist.

Conditions of Effectiveness. This Agreement Amendment shall become effective if, on or before September 18, 2018, all as of the date first above written when and only when each of the following conditions precedent shall have been metsatisfied: (a) The Administrative Agent shall have received, at Agent's receipt of the followingoffice, each of which shall be originalsthe following in form, "pdfs" substance and date satisfactory to Agent: (i) a counterpart of each Amendment Document executed and delivered by each party thereto, (ii) a copy of the preliminary settlement statement required by the Stock Purchase Agreement, (iii) one or telecopies more stock certificates with duly executed stock powers attached thereto evidencing all of the issued and outstanding capital stock of PEI, (followed promptly by originalsiv) unless otherwise specified, each properly documents duly executed by creditors of PEI and/or B&B evidencing (A) the release of all Liens encumbering the property or capital stock of PEI and (B) the termination of all guarantees to which PEI is a Responsible Officerparty, each (v) a written opinion of counsel for Borrower, dated as of the Closing Date (ordate of this Amendment, in the case of certificates of governmental officialsaddressed to Agent, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent effect that each Amendment Document has been duly authorized, executed and delivered by each Restricted Person that is a party thereto and that the Credit Agreement and each of the Lenders: (i) executed counterparts of this Agreementother Loan Documents, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed as amended by the Borrower; Amendment Documents, constitutes the legal, valid and binding obligations of each Restricted Person that is a party thereto, enforceable in accordance with their terms (iiisubject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws and to general principles of equity) a pledge agreementand such other matters of Agent may require, (vi) title opinions acceptable to Agent in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings sole and filings of or absolute discretion with respect to the Pledge Agreement real property owned by PEI, (vii) letters addressed to Agent from counsel to Borrower and/or Nuon stating that Agent and Lenders shall be permitted to rely upon all opinion letters delivered to B&B, if any, by legal counsel to Borrower and/or Nuon pursuant to the Administrative Agent may deem reasonably necessary or reasonably desirable Stock Purchase Agreement, (viii) documents similar to those specified in order to perfect the Liens created thereby; (ivSections 4.1(d)(i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers and 4.1(e) of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized Original Agreement with respect to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each SolventPEI, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and Nuon Loan Documents. (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results a certificate of a Lien search duly authorized officer of Borrower dated the date of this Amendment certifying: (including a search i) that all of the representations and warranties set forth in section 4.1 hereof are true and correct at and as of the time of such effectiveness; and (ii) as to judgments, bankruptcy, tax and intellectual property such other corporate matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paiddeem necessary. (c) Unless waived The acquisition by Borrower of all of the Administrative Agent, issued and outstanding capital stock of PEI pursuant to the Borrower Stock Purchase Agreement and all of the transactions contemplated under the Stock Purchase Agreement shall have paid been consummated, in compliance with the terms and conditions thereof and all reasonable representations and documented out-of-pocket fees, charges and disbursements of one primary counsel warranties made by any party to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges Stock Purchase Agreement shall be true and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)correct. (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have additionally received notice from such Lender prior to the proposed Closing Date specifying its objection theretoother documents as Agent may reasonably request.

Conditions of Effectiveness. This Agreement Amendment shall become effective if, on or before September 18, 2018, all (the "Effective Date") as of the following conditions precedent have been metdate first above written when, and only when: (a) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received counterparts of this Amendment executed by the results of a Lien search (including a search Borrower and the Required Lenders or, as to judgmentsany of such Lenders, bankruptcyadvice satisfactory to the Administrative Agent that such Lender has executed this Amendment. (b) the Administrative Agent shall have additionally received all of the following documents, tax each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and intellectual property matters in its discretion)sufficient copies for each Lender, in form and substance reasonably satisfactory thereto, made against to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender: (i) A certificate of the Secretary or an Assistant Secretary of the Borrower under certifying the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets names and true signatures of the Borrower, indicating among other things that the assets officers of each the Borrower are not subject authorized to any Liens (except for Liens permitted under sign this Agreement)Amendment and the other documents to be delivered hereunder and thereunder; and (xiii) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds A certificate signed by a duly authorized officer of the initial Loans funded hereunder and the termination of all commitments thereunder;Borrower stating that: (bA) All fees required The representations and warranties contained in the Loan Documents and in Section 3 hereof are correct on and as of the date of such certificate as though made on and as of such date, except where such representation and warranty is expressly made as of a specific earlier date, in which case such representation and warranty shall be true as of such earlier date; and (B) No event has occurred and is continuing that constitutes a Default or Event of Default as of the Effective Date and after giving effect to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paidthis Amendment. (c) Unless waived by All of the Administrative Agent, the Borrower shall have paid all reasonable accrued fees and documented out-of-pocket fees, charges and disbursements expenses of one primary counsel to the Administrative Agent and the Lenders (directly to such including the accrued fees and expenses of counsel if requested by for the Administrative Agent) to the extent invoiced one (1) Business Day prior to Agent in connection with this Amendment and for other work since the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, been paid in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretofull.

Conditions of Effectiveness. This Agreement Amendment shall become be effective ifas of the date first above written when, and only when, (a) the U.S. Borrower shall have paid, on or before September 18March 5, 20182008, all to the Administrative Agent for the ratable account and benefit of each Lender executing this Amendment on or before 5:00 p.m. Eastern time on March 5, 2008, 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 March 5, 2008, the following conditions precedent have been met: (a) The Administrative Agent's receipt of the followingdocuments, each of which shall be originals, "pdfs" or telecopies such document (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each ) dated the Closing Date date of receipt thereof by the Administrative Agent (or, in the case of certificates of governmental officials, a recent date before the Closing Dateunless 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 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; (ii) Counterparts of the Consent and Confirmation attached hereto executed by each Subsidiary Guarantor; (iii) Evidence reasonably satisfactory to the Administrative Agent that any and each all expenses of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution counsel to the Administrative Agent, each Lender and Agent outstanding since the Borrower;date of its last invoice as well as all expenses in connection with this Amendment shall have been paid in full in accordance with Section 10.3 of the Credit Agreement; and (iiiv) A certificate signed by a Revolving Credit Note and a Term Note for duly authorized officer of each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together withstating that: (A) to the extent not already All representations and warranties made by such Borrower in Section 3 hereof and in the Administrative Agent's possessionCredit Agreement (as amended hereby) 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, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blankwhich case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Dateamendments contemplated by Section 1 above, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent Default shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax occurred and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paidcontinuing. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement shall become effective if, on The effectiveness of this Amendment is subject to satisfaction (or before September 18, 2018, all waiver in accordance with Section 11.01 of the Credit Agreement) of the following conditions precedent have been met:on or before June 6, 2018 (the “Amendment Effective Date”): (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative AgentAmendment executed by each Borrower, each Lender and the BorrowerAdministrative Agent; (ii) Notes, if requested by a Revolving Credit Note and a Term Note for each requesting Lender at least three Business Days prior to the Amendment Effective Date, executed by the Borrowereach Borrower in favor of such Lender; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which the Borrower such Loan Party is a party or is to be a party; (viv) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in form good standing and substance reasonably satisfactory qualified to engage in business in the Administrative Agent, and certified as accurate by the chief financial officer jurisdiction of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIits organization; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viiiv) a favorable opinion of Sidley Austin (A) Ropes & Xxxx LLP, New York counsel to the BorrowerLoan Parties, (B) XxXxxxxx Xxxxxxxx LLP, special Canadian counsel to the Company, XXXX and LCHI and (C) Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx, LLP, special Nevada counsel to LUSA, each addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ixvi) a certificate signed by a Responsible Officer of the Borrower Company certifying that (A) that the conditions specified representations and warranties of (i) each Borrower contained in Sections 4.02(aArticle V of the Credit Agreement (as amended hereby) and (bii) have been satisfiedeach Loan Party contained in each other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that any representation or warranty qualified by materiality or material adverse effect shall be true and correct in all respects), (B) that no Default exists and (C) there has been no event or circumstance since the date of the Audited Financial Statements January 31, 2018 that has had or could be reasonably expected toto have, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xivii) substantially concurrent payoff such other information as has been reasonably requested in full of all outstanding obligations writing at least 10 days prior to the Amendment Effective Date by the Administrative Agent or the Lenders that they reasonably determine is required by regulatory authorities under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder applicable “know your customer” and the termination of all commitments thereunder;anti-money laundering rules and regulations. (b) All fees required to be paid At least three days prior to the Administrative Agent on or before Amendment Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Closing Date Beneficial Ownership Regulation shall have been paid and all fees required deliver, to be paid each Lender that so requests, a Beneficial Ownership Certification in relation to the Lenders on or before the Closing Date shall have been paidsuch Loan Party. (c) Unless The Company shall have paid all fees and, unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent)) to the extent earned, due and owing or otherwise payable or reimbursable pursuant to Section 11.04(a) of the Credit Agreement in connection with the preparation, negotiation, execution and delivery of this Amendment that are invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) three Business Days prior to or on the Closing Amendment Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4.012, each Lender that has signed this Agreement Amendment shall be deemed to 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 reasonably satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Amendment Effective Date specifying its objection thereto.

Conditions of Effectiveness. This (a) The effectiveness of this Agreement shall become effective if, on is subject to the satisfaction (or before September 18, 2018, all waiver) of the following conditions precedent have been metprecedent: (ai) The Administrative Agent's receipt of Agent shall have received the following, each of which shall be originals, "pdfs" originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible OfficerOfficer of the Borrower (unless otherwise specified), 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 reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i1) this Agreement executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, by each Lender and the Borrowerparty hereto; (ii2) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence favor of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyeach Lender requesting a Note; (iv3) such certificates of or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 Documents; (4) such documents and certifications as the Administrative Agent may reasonably require to which evidence that the Borrower is a party duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to be a party;engage in business in the state of its organization; and (v5) Borrower shall have delivered to the Administrative Agent a certificate, in form favorable opinions of Xxxxxxxx & Xxxxxxxx LLP and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower’s General Counsel, addressed to the Administrative Agent and each Lender, as to customary the matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request;set forth in Exhibit E. (ix6) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance evidence reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in it that any and all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder fees and the termination of all commitments thereunder; (b) All fees expenses required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid pursuant to the Lenders on or before Commitment Letter and the Closing Date shall Fee Letter have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d7) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior evidence reasonably satisfactory to it that all principal of and interest on any loans outstanding under, and of accrued fees and all other amounts payable under, the Existing Credit Agreement have been, or will be simultaneously, paid in full. (8) The representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects on and as of the Closing Date, except to the proposed extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (9) No Default shall exist. (b) Upon the satisfaction of all of the conditions to effectiveness (or waiver thereof) set forth in Section 4.01(a), the Administrative Agent shall promptly notify the Borrower and the Lenders of the effectiveness of this Agreement, and such notice shall be binding on all parties hereto. (c) The Lenders that are parties to the Existing Credit Agreement, comprising the “Required Lenders” as defined in the Existing Credit Agreement, and the Borrower agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement. The Lenders, the L/C Issuer and the Borrower agree that any letters of credit issued under the Existing Credit Agreement and outstanding on the Closing Date specifying its objection theretoshall (i) for purposes of the Existing Credit Agreement, be deemed to have expired undrawn on the Closing Date, with all participations therein pursuant to the Existing Credit Agreement thereby terminated and (ii) be deemed to be Letters of Credit issued hereunder on the Closing Date, in which the Lenders participate in proportion to their Pro Rata Shares in accordance with Section 2.13 hereof.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, on or before September 18, 2018, all each of the following conditions precedent shall have been met:satisfied (or waived by the Required Lenders): (a) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent's receipt , counterparts of this Amendment executed by each of the followingLoan Parties, the Lenders collectively comprising at least the Required Lenders (in their capacities as Lenders and, if applicable, as Swap Counterparties) and the Administrative Agent. (b) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, a Joinder Agreement to the Subsidiary Guaranty executed by each Loan Party identified as a New Guarantor on Schedule 1 attached hereto. (c) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of the Intercreditor Agreement executed by each of the parties party thereto. (d) The Borrower and certain of its Subsidiaries shall have (i) executed and delivered the Pledge Agreement, (ii) made all filings necessary or desirable in order to perfect and protect the first priority liens and security interests created in the Collateral (as defined in the Pledge Agreement) and (iii) delivered to the Collateral Agent certificated securities of each applicable Issuer (as defined in the Pledge Agreement), if any, together with any applicable share powers delivered in blank. (e) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, an amendment to each of the JPM Credit Agreement, the Existing KeyBank Credit Agreement, the Xxxxx Fargo Credit Agreement and the PNC Bank Credit Agreement, it being understood that, in each case, any such amendment that is in substantially the same form as this Amendment or otherwise substantially consistent with the summary of amendment terms previously approved by the Administrative Agent shall be deemed satisfactory. (f) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Borrower and the other Loan Parties and Xxxxxxx LLP, special Maryland counsel to the Company, in each case, in form and substance reasonably acceptable to the Administrative Agent and covering such other matters relating to the Loan Parties and this Amendment as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (g) The Administrative Agent shall have received the following items from the Borrower: (i) Certificates of good standing for each Loan Party from the states of organization of such Loan Party, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Amendment Effective Date; (ii) Copies of the formation documents of each Loan Party certified by an officer of such Loan Party, together with all amendments thereto; (iii) Incumbency certificates, executed by officers of each Loan Party, which shall be originals, "pdfs" or telecopies identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents on behalf of such Loan Party (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated and to make borrowings and request other extensions of credit hereunder on behalf of the Closing Date (orBorrower, in the case of certificates of governmental officialsthe Borrower), a recent date before the Closing Date) and each in form and substance reasonably satisfactory to upon which certificate the Administrative Agent and each the Lenders shall be entitled to rely until informed of the Lenders: (i) executed counterparts of this Agreement, sufficient any change in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed writing by the Borrower; (iiiiv) Copies, certified by a pledge agreementSecretary or an Assistant Secretary of each Loan Party of the resolutions (and resolutions of other bodies, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed if any are reasonably deemed necessary by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in counsel for the Administrative Agent's possession) authorizing the transactions contemplated by this Amendment, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) be executed and delivered by the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)Loan Parties; and (xiv) substantially concurrent payoff in full UCC financing statement, judgment, and tax lien searches with respect to each Loan Party from its state of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;organization. (bi) All The fees required to be paid to provided for in Section 5, (ii) any fees separately agreed by the Administrative Agent on or before and the Closing Date shall have been paid Borrower, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agentiii) to the extent invoiced to the Borrower at least one (1) Business Day prior to the Closing Amendment Effective Date, plus such additional amounts all of such fees, charges the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and disbursements as shall constitute its reasonable estimate expenses of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling one firm of accounts between the Borrower and counsel for the Administrative Agent)) due and payable on the Amendment Effective Date shall have been paid in full. (di) The Borrower Administrative Agent and each Lender shall have delivered to received all documentation and other information about the Loan Parties as shall have been reasonably requested by the Administrative Agent, and any Agent or such Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting Amendment Effective Date that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the generality of Patriot Act to the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved extent requested by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender at least five (5) Business Days prior to the proposed Closing Date specifying its objection theretoAmendment Effective Date.

Conditions of Effectiveness. This Agreement shall become effective if, on or before September 18, 2018, and as of the first date (the “Closing Date”) on which all of the following conditions precedent shall have been metsatisfied or waived in accordance with Section 11.01: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" .pdf copies sent via electronic mail or telecopies telecopied (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Security Agreement"), duly executed by the Borrower and any applicable Subsidiaryeach Secured Guarantor, together with: (A) certificates or instruments representing any Equity Interests in each Secured Guarantor (other than Equity Interests in any Secured Guarantor that is not a direct Subsidiary of another Secured Guarantor) and each Subsidiary of the Borrower directly held by any Secured Guarantor, accompanied by all endorsements and/or powers required by the Collateral Documents; provided that, with respect to any such Subsidiary of a Secured Guarantor that is an Excluded Foreign Subsidiary, 100% of the non-voting Equity Interests (if any) shall be required to be pledged by the Secured Guarantors (or such lesser amount that is owned by any Secured Guarantor) and 65% of the voting Equity Interests of such Excluded Foreign Subsidiary (to the extent not already in owned directly by any Secured Guarantor) shall be required to be pledged (and only the Administrative Agent's possession, certificates or instruments representing the pledged equity referred such Equity Interests shall be required to therein accompanied by undated stock powers executed in blank; andbe delivered hereunder), (B) such evidence of the completion of all other actions, recordings and filings of or (i) a Perfection Certificate with respect to the Pledge Agreement Secured Guarantors dated the Closing Date and duly executed by a Responsible Officer of the Borrower and (ii) certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Secured Guarantor as debtor and that are filed in those state and county jurisdictions in which any Secured Guarantor is organized or maintains its principal place of business and such other searches, if any, that the Administrative Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted to exist pursuant to the terms hereof), (C) UCC financing statements in proper form for filing, registration or recordation in all jurisdictions that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyunder such Collateral Documents, covering the Collateral described in such Collateral Documents, (D) (i) the Control Agreements referred to in Section 2.06, duly executed by each of the parties thereto and (ii) the Control Agreements with respect to each Deposit Account or Securities Account in which any Borrowing Base Assets are on deposit and any other Control Agreement required by the Loan Documents, in each case, duly executed by each of the parties thereto and, in each case, other than those referred to in Section 6.21, and (E) such other agreements and documents, and evidence that all other actions, recordings and filings have been taken, in each case that the Administrative Agent may reasonably deem necessary or desirable in order to create or perfect the Liens created under the Collateral Documents; (iii) a Note executed by the Borrower in favor of each Lender requesting a Note; (iv) a Borrowing Base Certificate, as of the Closing Date; (v) a certificate of each Loan Party dated as of the Closing Date signed by a Responsible Officer of such Loan Party certifying that the condition set forth in Section 4.01(b) is satisfied; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (vvii) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject qualified to the Pledge Agreement under the laws of engage in business in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursedformation; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (ix) a favorable opinion of (A) Xxxxxxxx & Xxxxxxxx LLP, Maryland counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower and the Loan Documents to which the Borrower is a party as the Required Lenders Administrative Agent may reasonably request, (B) Bilzin, Xxxxxxx Xxxxx Price & Xxxxxxx LLP, Florida counsel to LNR Partners, LLC, addressed to the Administrative Agent and each Lender, as to such matters concerning LNR Partners, LLC and the Loan Documents to which it is a party as the Administrative Agent may reasonably request, and (C) Xxxxxxx Xxxxxxx & Xxxxxxxx XXX, United Kingdom counsel to the Administrative Agent, addressed to the Administrative Agent and each Lender, concerning enforceability of the English law Loan Document to be delivered on the Closing Date; (ixx) a certificate signed by of a Responsible Officer of the Borrower certifying each Loan Party either (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date attaching copies of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no all consents, licenses or and approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower such Loan Party and the validity against the Borrower such 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, or (B) stating that no such consents, licenses or approvals are so required; (xxi) a certificate of a Responsible Officer of the Borrower certifying that the Borrower has delivered true and correct copies of the operating agreements, partnership agreements or other applicable organizational documents of each Borrowing Base Covenant Subsidiary and, subject to Section 6.21, each Unrestricted Real Property Subsidiary; (xii) the Administrative Agent shall have received the results absence of a Lien search (including a search as to judgmentsany action, bankruptcysuit, tax and intellectual property matters in its discretion)investigation or proceeding, pending or threatened, in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (any court or applicable judicial docket) as in effect in each jurisdiction in which filings before any arbitrator or recordations under the Uniform Commercial Code should be made governmental authority that purports to evidence or perfect security interests in all assets of materially affect the Borrower, indicating among other things the Guarantors or any of their respective Subsidiaries, or any transaction contemplated hereby, or that the assets of each could have a material adverse effect on the Borrower are not subject or the Guarantors, or any of their respective Subsidiaries, or any transaction contemplated hereby or on the ability of the Borrower or the Guarantors to any Liens (except for Liens permitted perform its obligations under this Agreement)the Loan Documents; and (xixiii) substantially concurrent payoff a Solvency Certificate from the Loan Parties demonstrating that each Loan Party is Solvent. (A) The representations and warranties contained in full of Article V and the other Loan Documents shall be true and correct in all outstanding obligations under the Existing Credit Agreement with the proceeds material respects on and as of the initial Loans funded hereunder Closing Date, except (x) to the extent that such representations and the termination warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all commitments thereunder;respects as of such date after giving effect to such qualification, and (B) no Default shall exist. (bc) All Any fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (cd) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (de) The Borrower Administrative Agent and the Lenders shall have delivered to the Administrative Agentreceived, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), to the extent requested at least ten (10) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (f) The Administrative Agent and the Lenders shall have received the Audited Financial Statements and the Unaudited Financial Statements. (g) The Administrative Agent shall have received satisfactory evidence that (i) that certain Credit Agreement, dated as of April 19, 2013, among the Borrower, the guarantors party thereto, the lenders party thereto, and Credit Suisse AG, as administrative agent (as amended, supplemented or otherwise modified prior to the Closing Date), shall have been terminated and all amounts thereunder shall have been paid in full and (ii) satisfactory arrangements shall have been made for the termination of all guarantees and Liens granted in connection therewith. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 4.01, 4.01 each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement shall become effective if, on or before September 18December 15, 20182014, all of the following conditions precedent have been met: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the tothe Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the BorrowerBorrower (provided that each Term Note with respect to the Term Loan may be delivered on the first Term Loan Draw Date if such date is not also the Closing Date); (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank, provided that those certificates containing restrictive legends unacceptable to the Administrative Agent as of the Closing Date shall be replaced and re-issued by each Subsidiary without such restrictive legends and delivered to Administrative Agent accompanied by undated stock powers executed in blank within 30 days of the Closing Date or such later date consented to by Administrative Agent (and such certificates replaced will be returned to the Borrower by Administrative Agent or its counsel); and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June September 30, 2018 2014 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by the Administrative Agent, each other jurisdiction where such Person is qualified to do business; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the BorrowerBorrower and its Subsidiaries, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a4.03(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, (x) have a Material Adverse EffectEffect or (y) result in a material adverse change in or have a material adverse effect upon the prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect Effect, (D) a calculation of the financial covenants in Section 7.11 as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date and (DE) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement and the delivery by Bank of America, N.A., to Borrower (with a copy provide to Administrative Agent) of a reasonably satisfactory payoff letter concerning the proceeds same and termination of the initial Loans funded hereunder and the termination of all commitments thereunderExisting Credit Agreement; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement The Commitments of each Lender hereunder shall become be effective if, on or before September 18, 2018, all upon satisfaction of the following conditions precedent have been met: precedent: Unless waived by all the Lenders (aor by the Arranger and the Administrative Agent with respect to matters or items specified in clause (v) The or (vi) below with respect to which the Borrower has given assurances satisfactory to the Arranger and the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer 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 reasonably satisfactory to the Arranger, the Administrative Agent and each of the Lenders: (i) : except as otherwise specified in Section 6.15, executed counterparts of this Agreement, the Pledge Agreement, the Guaranty, the Interco Subordination Agreement and the Intercreditor Agreement, in each case, sufficient in number for distribution to the Arranger, the Administrative Agent, each Lender Agent and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly ; Notes executed by the Borrower and any applicable Subsidiaryin favor of each Lender requesting such a Note, together with: (A) each in a principal amount equal to such Lender's Commitment; [Reserved]; except as otherwise specified in Section 6.15, evidence satisfactory to the extent not already Administrative Agent that the Lien granted to the Collateral Agent for the benefit of the Lenders in the Administrative Agent's possession, certificates representing collateral described in the pledged equity referred to therein accompanied by undated stock powers executed in blank; and Pledge Agreement is a perfected security interest (B) such evidence of the completion of all other actions, recordings and filings of or except that with respect to the Pledge Agreement pledge of any Capital Stock of First Tier Foreign Subsidiaries, perfected to the extent that the Administrative Agent may deem reasonably necessary or reasonably desirable Uniform Commercial Code in order the relevant jurisdiction is applicable) in each case subject to perfect nonconsensual Permitted Liens; and no Lien (other than nonconsensual Permitted Liens) exists on any such collateral described above other than the Liens Lien created thereby; (iv) in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the Loan Documents and the Lenders under the 364-Day Credit Agreement; such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the 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 the Borrower such Loan Party is a party or is to be a party; (v) Borrower shall have delivered to ; such evidence as the Administrative Agent a certificatemay reasonably require to verify the due organization or formation, in form good standing and substance reasonably satisfactory qualification to do business with respect to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIother Loan Party; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This The effectiveness of this Agreement shall become effective if, on or before September 18, 2018, all and the obligation of the L/C Issuer and each Lender to make the initial Credit Extensions hereunder is subject to satisfaction of the following conditions precedent have been metprecedent: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originalsoriginal, "pdfs" or e-mail (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Agreement and the BorrowerGuaranty Agreement; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the BorrowerBorrower in favor of each Lender requesting a Note prior to the Closing Date; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiaryeach Loan Party, together with: (A) to certificates or instruments, if any, representing the extent not already Certificated Securities (as defined in the Pledge Agreement), if any, accompanied by all endorsements and/or powers required by the Pledge Agreement, (B) proper financing statements, to be filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent's possessionAgent may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, certificates representing covering the pledged equity Collateral described in the Pledge Agreement, (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to therein accompanied in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) a Perfection Certificate, in substantially the form of Exhibit I-1, duly executed by undated stock powers executed in blankeach of the Loan Parties; and (BE) such evidence of the completion of that all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyunder the Pledge Agreement have been taken (including receipt of duly executed payoff letters and UCC-3 terminations, if any); (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (v) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIexpected to have a Material Adverse Effect; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin Xxxxxx & Xxxxxxx, LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request; (vii) a favorable opinion of in-house counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) a favorable opinion of Xxxxxxx LLP, local counsel to the Loan Parties in Maryland, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such 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, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower (x) certifying that (A1) that the conditions specified in Sections 4.02(athis Section 4.01 have been satisfied (other than those conditions contingent upon the satisfaction of the Administrative Agent and/or the Lenders with respect to certain items received by them under this Section 4.01) and (b2) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding is pending or, to the knowledge of the Borrowerany Loan Party, threatened in writing in any court or before any arbitrator or Governmental Authority related to the credit facility being provided under this Agreement or that would could reasonably be expected to have a Material Adverse Effect and (Dy) that no consents, licenses or approvals are required in connection with the consummation by the Borrower attaching copies of the transaction contemplated hereby and operating agreements, partnership agreements or other applicable organizational documents of each Person whose Equity Interests are included in the executionCollateral, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent organizational documents shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), be in form and substance reasonably satisfactory thereto, made against to the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); andAdministrative Agent; (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds a Borrowing Base Certificate duly certified by a Responsible Officer of the initial Loans funded hereunder and the termination of all commitments thereunderBorrower; (xii) a Solvency Certificate from the Loan Parties certifying that, after giving effect to the transactions to occur on the Closing Date (including, without limitation, any Credit Extension to occur on the Closing Date), the REIT and its Consolidated Subsidiaries, on a consolidated basis, are Solvent; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect (and the amount, types and terms and conditions of all such insurance shall be satisfactory to the Lenders), together with the certificates of insurance and endorsements, naming, with respect to each policy of liability insurance maintained by any Loan Party, the Administrative Agent, on behalf of the Creditor Parties, as an additional insured; (xiv) the financial statements referenced in Sections 5.01(a) and (b). (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or any Arranger reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) All due diligence with respect to the REIT, the Borrower and their respective Subsidiaries and the Initial Eligible Portfolio Properties, in scope and determination satisfactory to the Administrative Agent, Arrangers and the Lenders in their sole discretion, shall have been completed. (d) There shall not have occurred since June 30, 2010 any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (df) The Borrower consummation of an Initial Public Offering by the REIT with Net Cash Proceeds received by the REIT in respect thereof in an amount not less than $425,000,000, and the REIT and its Subsidiaries shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Datebeen formed. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This The effectiveness of this Agreement shall become effective if, on or before September 18, 2018, all is subject to satisfaction of the following conditions precedent have been metprecedent: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" originals or e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party (to the extent a Loan Party is a party thereto), 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement executed by each of the parties to this Agreement on the Closing Date, and counterparts of Subsidiary Guaranties executed by (A) each Domestic Subsidiary and (B) each Foreign Subsidiary, if any, that is liable with respect to any Unsecured Indebtedness (other than (1) the Obligations or (2) obligations in respect of the SEB Portfolio-Preferred to the extent such obligations constitute Unsecured Indebtedness), in each case 64054670 76 whether as borrower, guarantor or otherwise, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the BorrowerBorrower in favor of each Lender requesting a Note; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable SubsidiaryGrantor(s), together with: (A) to the extent not already in the Administrative Agent's possessioncertificates or instruments, certificates if any, representing the Collateral pledged equity referred to therein thereunder accompanied by undated stock all endorsements and/or powers executed in blank; andrequired by the applicable Pledge Agreement, (B) such evidence of that (1) all proper financing statements have been or contemporaneously therewith will be duly filed under the completion Uniform Commercial Code of all other actions, recordings applicable jurisdictions and filings of or with respect to the Pledge Agreement (2) all applicable perfection requirements that the Administrative Agent reasonably may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyunder the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) completed requests for information listing all effective financing statements or other perfection requirements filed in the jurisdictions referred to in clause (B) above that name any Domestic Subsidiary as debtor, together with (x) copies of such other financing statements and (y) if any such financing statement covers Collateral, termination statements (or similar documents) for filing in all applicable jurisdictions as may be necessary to terminate any such effective financing statements (or equivalent filings), and (D) a Perfection Certificate duly executed by each Grantor; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (v) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in form good standing (if applicable) and substance reasonably satisfactory qualified to engage in business in its jurisdiction of organization and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, extent that (A) after giving effect failure to the financing hereunder and each Loan do so could not reasonably be expected to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIhave a Material Adverse Effect; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viiix) a favorable opinion of Sidley Austin Xxxxxxxx Chance US LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably requestrequest and (y) a favorable opinion of Luxembourg counsel, addressed to the Administrative Agent and each 64054670 77 Lender, as to such matters as the Administrative Agent may reasonably request with respect to Pledge Agreements that are governed by Luxembourg law; (ixvii) a certificate of a Responsible Officer of Holdings or the Borrower, on behalf of itself and each Loan Party, either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such 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, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower (x) certifying that (A1) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B2) that since the date of the Historical Financial Statements, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be reasonably expected toto have, either individually or in the aggregate, have a Material Adverse Effect, Effect and (C3) that there is no action, suit, investigation or proceeding is pending or, to the knowledge of the Borrowerany Loan Party, threatened in writing in any court or before any arbitrator or Governmental Authority that would (A) relates to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (B) could reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect and (Dy) that no consents, licenses or approvals are required in connection with the consummation by the Borrower attaching copies of the transaction contemplated hereby and Organization Documents of each Person whose Equity Interests are included in the executionCollateral, delivery and performance by which Organization Documents shall (1) in the Borrower and the validity against the Borrower reasonable opinion of the Loan Documents to which it is a party; (x) Administrative Agent, permit the Administrative Agent shall have received to realize on such Collateral upon the results occurrence and during the continuance of a Lien search an Event of Default and (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), 2) otherwise be in form and substance reasonably satisfactory theretoto the Administrative Agent; (ix) a duly completed compliance certificate as of the last day of the fiscal quarter of Holdings ended on December 31, made against 2016, signed by a Responsible Officer of Holdings, giving pro forma effect to the transactions to occur on the Closing Date (including, without limitation, all Credit Extensions to occur on the Closing Date) and including in reasonable detail the calculations required to establish compliance with the covenants set forth in Section 7.11 (such compliance certificate, the “Pro Forma Closing Date Compliance Certificate”); (x) a Solvency Certificate from the Borrower under certifying that, after giving effect to the Uniform Commercial Code transactions to occur on the Closing Date (or applicable judicial docketincluding, without limitation, all Credit Extensions to occur on the Closing Date), the Loan Parties and their Subsidiaries, taken as a whole and on a consolidated basis, are Solvent; (xi) an Approved Appraisal for each Property that is included in the calculation of Consolidated Total Asset Value as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the BorrowerClosing Date; (xii) the financial statements referenced in Section 5.05(a) and consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries on a quarterly basis for the fiscal year ending December 31, indicating among 2017 and on an annual basis for the succeeding two fiscal years; 64054670 78 (xiii) all documentation and other things information that the assets of each Administrative Agent or any Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)Act; and (xixiv) substantially concurrent payoff in full of all outstanding obligations under such other certificates, consents and other documents, as the Existing Credit Agreement with Administrative Agent, the proceeds of L/C Issuer, the initial Loans funded hereunder and Swing Line Lender or the termination of all commitments thereunder;Required Lenders reasonably may require. (b) All Any fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) at least two Business Day Days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This The effectiveness of this Agreement shall become effective if, on or before September 18, 2018, all and the obligation of the L/C Issuer and each Lender to make the initial Credit Extensions hereunder are subject to satisfaction of the following conditions precedent have been metprecedent: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" or e-mail (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer or a duly authorized 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender duly executed by the BorrowerBorrower in favor of each Lender requesting a Note; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiaryeach Loan Party that is a party thereto, together with: (A) to certificates or instruments representing the extent not already Certificated Securities (as defined in the Administrative Agent's possession, certificates representing the pledged equity referred to therein Pledge Agreement) accompanied by undated stock all endorsements and/or powers executed in blank; andrequired by the Pledge Agreement, (B) such evidence of that all proper financing statements have been or contemporaneously therewith will be duly filed under the completion Uniform Commercial Code of all other actions, recordings and filings of or with respect to the Pledge Agreement jurisdictions that the Administrative Agent reasonably may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyunder the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, and (D) evidence that all other actions, recordings and filings that the Administrative Agent reasonably may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement have been taken (including receipt of duly executed payoff letters and UCC-3 terminations, if any); (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (v) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIexpected to have a Material Adverse Effect; (vi) certificates as favorable opinions of a recent date of the good standing of Borrower Xxxxxxxx Chance US LLP and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin Xxxx Xxxxx LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request; (vii) [Intentionally Omitted]; (viii) [Intentionally Omitted]; (ix) a certificate of a Responsible Officer of the REIT either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against such 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, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower certifying REIT (A) certifying that (1) the conditions specified in Sections 4.02(athis Section 4.01 have been satisfied (other than those conditions contingent upon the satisfaction of the Administrative Agent and/or the Lenders with respect to certain items received by them under this Section 4.01) and (b2) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding is pending or, to the knowledge of the Borrowerany Loan Party, threatened in writing in any court or before any arbitrator or Governmental Authority that would could reasonably be expected to be adversely determined and, if adversely determined, could reasonably be expected to have a Material Adverse Effect and (DB) that no consents, licenses or approvals are required in connection with the consummation by the Borrower attaching copies of the transaction contemplated hereby and operating agreements, partnership agreements or other applicable organizational documents of each Person whose Equity Interests are included in the executionCollateral, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent organizational documents shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), be in form and substance reasonably satisfactory theretoto the Administrative Agent; (xi) an Availability Certificate duly certified by the chief executive officer, made against the Borrower under the Uniform Commercial Code (chief financial officer, treasurer or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets controller of the Borrower, indicating among together with the items set forth in clauses (i) through (vi) of Section 6.02(f); (xii) a Solvency Certificate from the REIT certifying that each Loan Party is Solvent after giving effect to the Merger and the Credit Extensions to occur on the Closing Date; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect (and the amount, types and terms and conditions of all such insurance shall be satisfactory to the Administrative Agent), together with the certificates of insurance and endorsements, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured under each policy of liability insurance maintained with respect to all of the Initial Eligible Investment Properties; (xiv) the financial statements referenced in Sections 5.05(a), (b) and (d); (xv) a certified copy of the Acquisition Documents, duly executed by the parties thereto, together with all agreements, instruments and other things documents delivered in connection therewith as the Administrative Agent shall reasonably request; (xvi) the Defeasance Escrow Agreements, duly executed by each of the parties thereto; (xvii) certified copy of a certificate of merger or other confirmation reasonably satisfactory to the Lenders of the consummation of the Merger from the Secretary of State of the State of Maryland; (xviii) evidence satisfactory to the Administrative Agent and the Lenders that the assets initial Credit Extensions hereunder in connection with the Merger and the application of each the Borrower are proceeds thereof do not subject to violate any Liens of the regulations of the FRB (except for Liens permitted under this Agreementincluding, without limitation, Regulation U of the FRB); and (xixix) substantially concurrent payoff in full of all outstanding obligations under such other assurances, certificates, documents, consents or opinions as the Existing Credit Agreement with Administrative Agent, the proceeds of L/C Issuer, the initial Loans funded hereunder and the termination of all commitments thereunder;Swing Line Lender or any Lender reasonably may require. (bi) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) [intentionally omitted] (d) There shall not have occurred since December 31, 2010 any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one (1) Business Day prior to the Closing Date, plus such reasonable additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (df) The Borrower Merger Agreement shall be in full force and effect. (g) The Merger shall have delivered been consummated strictly in accordance with the terms of the Merger Agreement, without any material waiver or amendment not consented to by the Administrative AgentLenders of any term, provision or condition set forth therein, and any Lender requesting in compliance with all applicable requirements of Law. (h) The Administrative Agent shall have received true and complete copies of the sameMerger Agreement and each agreement, a Beneficial Ownership Certificationcertificate, instrument, letter or other document related thereto (including in each case at least five each exhibit, schedule, annex or attachment thereto) (5) Business Days prior the “Acquisition Documents”), and all representations and warranties of the REIT, the Borrower, W.P. Xxxxx & Co. LLC and CPA®:14 set forth in the Merger Agreement shall have been true and correct in all material respects (or, to the extent any such representation and warranty is by its terms qualified as to materiality, “Material Adverse Effect” or similar language, in all respects) as of the time such representations and warranties were made, and all such representations and warranties shall be true and correct in all material respects (or, to the extent any such representation and warranty is by its terms qualified as to materiality, “Material Adverse Effect” or similar language, in all respects) as of the Closing DateDate as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, to the extent any such representation and warranty is by its terms qualified as to materiality, “Material Adverse Effect” or similar language, in all respects) as of such earlier date. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This The effectiveness of this Agreement shall become effective if, on or before September 18, 2018, all and obligation of each Lender to make Revolving Loans hereunder is subject to satisfaction of the following conditions precedent have been metprecedent: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" e-mail copies (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerREIT; (ii) a Revolving Credit Note and a Term Note for each requesting Lender duly executed by the BorrowerBorrowers in favor of each Lender requesting a Note; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge and Security Agreement"), duly executed by the Borrower and any applicable Subsidiaryeach Loan Party, together with: (A) to certificates or instruments representing the extent not already Certificated Securities (as defined in the Administrative Agent's possession, certificates representing the pledged equity referred to therein Pledge and Security Agreement) accompanied by undated stock all endorsements and/or powers executed in blank; andrequired by the Pledge and Security Agreement, (B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement, covering the Collateral described in the Pledge and Security Agreement, (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge and Security Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby, (E) Control Agreements with respect to each Borrowing Base Account of a Loan Party, duly executed by each of the parties thereto, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement have been taken (including receipt of duly executed payoff letters and UCC-3 terminations, if any); and (G) a Perfection Certificate, in substantially the form of Exhibit H-1, duly executed by each of the Loan Parties; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (v) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in form good standing and substance reasonably satisfactory qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, extent that (A) after giving effect failure to the financing hereunder and each Loan do so could not reasonably be expected to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIhave a Material Adverse Effect; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request; (ixvii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such 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, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower (x) certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event not occurred a material adverse change in the business, assets or circumstance since the date financial condition of any of the Audited Financial Statements that has had Borrowers, Guarantors or could be reasonably expected toany of their respective Subsidiaries, either individually or any of the entities in which they have invested directly or indirectly, or in the aggregatefacts and information regarding any such entities as heretofore disclosed to the Administrative Agent and the Lenders and (y) attaching copies of the operating agreements, have partnership agreements or other applicable organizational documents of (A) each Affiliated Investor in which all or a Material Adverse Effectportion of its Equity Interests are owned directly by a Loan Party, (B) Colony Funds Sants and (C) Coral Partners; (ix) evidence that there all insurance required to be maintained pursuant to the Loan Documents has been obtained and is no in effect; (x) a Borrowing Base Certificate, as of the Closing Date; (xi) completion of all due diligence with respect to the Borrowers, Guarantors, Affiliated Investors, Investment Assets and Collateral in scope and determination satisfactory to the Administrative Agent and Lenders in their sole discretion, including a sampling review of the credit and legal files of the Borrowers, the Guarantors and the Affiliated Investors, review of financial statements and projections, review of governance provisions and review of each Borrower’s underwriting criteria and closing processes as well as its on-going valuation and monitoring methodologies, and other items that Administrative Agent may request; (xii) the absence of any action, suit, investigation or proceeding proceeding, pending oror threatened, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority governmental authority that would reasonably be expected purports to materially affect any of the Loan Parties, any of their respective Subsidiaries, any Affiliated Investor that has an Investment Asset included in the Borrowing Base or whose Equity Interests are owned (in whole or in part) directly by a Loan Party, or any transaction contemplated hereby, or that could have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower material adverse effect on any of the Loan Parties, or any of their respective Subsidiaries, or any Affiliated Investor that has an Investment Asset included in the Borrowing Base or whose Equity Interests are owned (in whole or in part) directly by a Loan Party, or any transaction contemplated hereby and or on the execution, delivery and performance by the Borrower and the validity against the Borrower ability of any of the Borrowers or Guarantors to perform its obligations under the Loan Documents to which it is a partyDocuments; (xxiii) the completion of a review and verification, by an independent consultant engaged by the Lenders, of the accuracy and reliability of the REIT’s calculation and reporting of the book value and Cash Income of the Initial Eligible Investment Assets, which review and verification shall be in form, scope and substance satisfactory to the Administrative Agent shall have received and the results of Lenders; (xiv) a Lien search Solvency Certificate from the Loan Parties demonstrating that each Loan Party is Solvent; (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against xv) the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in Management Subordination Agreement; duly executed by each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)parties thereto; and (xixvi) substantially concurrent payoff in full of all outstanding obligations under such other assurances, certificates, documents, consents or opinions as the Existing Credit Agreement with Administrative Agent or the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;Required Lenders reasonably may require. (b) All Any fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent and BAS (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This The effectiveness of this Agreement shall become effective if, on or before September 18, 2018, all is subject to satisfaction of the following conditions precedent have been metprecedent: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" originals or e-mails (in a .pdf format) or telecopies (in each case, followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party (to the extent a Loan Party is a party thereto), 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement executed by each of the parties to this Agreement on the Closing Date, and counterparts of Subsidiary Guaranties executed by (A) each Domestic Subsidiary and (B) each Foreign Subsidiary, if any, that is liable with respect to any Unsecured Indebtedness (other than (1) the Obligations or (2) obligations in respect of the SEB Portfolio-Preferred to the extent such obligations constitute Unsecured Indebtedness), in each case whether as borrower, guarantor or otherwise, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the BorrowerBorrower in favor of each Lender requesting a Note; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable SubsidiaryGrantor(s), together with: (A) to the extent not already in the Administrative Agent's possessioncertificates or instruments, certificates if any, representing the Collateral pledged equity referred to therein thereunder accompanied by undated stock all endorsements and/or powers executed in blank; andrequired by the applicable Pledge Agreement, (B) such evidence of that (1) all proper financing statements have been or contemporaneously therewith will be duly filed under the completion Uniform Commercial Code of all other actions, recordings applicable jurisdictions and filings of or with respect to the Pledge Agreement (2) all applicable perfection requirements that the Administrative Agent reasonably may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyunder the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) completed requests for information listing all effective financing statements or other perfection requirements filed in the jurisdictions referred to in clause (B) above that name any Domestic Subsidiary as debtor, together with (x) copies of such other financing statements and (y) if any such financing statement covers Collateral, termination statements (or similar documents) for filing in all applicable jurisdictions as may be necessary to terminate any such effective financing statements (or equivalent filings), and (D) a Perfection Certificate duly executed by each Grantor; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (v) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in form good standing (if applicable) and substance reasonably satisfactory qualified to engage in business in its jurisdiction of organization and each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, extent that (A) after giving effect failure to the financing hereunder and each Loan do so could not reasonably be expected to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIhave a Material Adverse Effect; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viiix) a favorable opinion of Sidley Austin Xxxxxxxx Chance US LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably requestrequest and (y) a favorable opinion of Luxembourg counsel, addressed to the Administrative Agent and each Lender, as to such matters as the Administrative Agent may reasonably request with respect to Pledge Agreements that are governed by Luxembourg law; (ixvii) a certificate of a Responsible Officer of Holdings or the Borrower, on behalf of itself and each Loan Party, either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such 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, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower (x) certifying that (A1) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B2) that since the date of the Historical Financial Statements, there has been no event or circumstance since the date of the Audited Financial Statements that has had or could reasonably be reasonably expected toto have, either individually or in the aggregate, have a Material Adverse Effect, Effect and (C3) that there is no action, suit, investigation or proceeding is pending or, to the knowledge of the Borrowerany Loan Party, threatened in writing in any court or before any arbitrator or Governmental Authority that would (A) relates to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (B) could reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect and (Dy) that no consents, licenses or approvals are required in connection with the consummation by the Borrower attaching copies of the transaction contemplated hereby and Organization Documents of each Person whose Equity Interests are included in the executionCollateral, delivery and performance by which Organization Documents shall (1) in the Borrower and the validity against the Borrower reasonable opinion of the Loan Documents to which it is a party; (x) Administrative Agent, permit the Administrative Agent shall have received to realize on such Collateral upon the results occurrence and during the continuance of a Lien search an Event of Default and (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), 2) otherwise be in form and substance reasonably satisfactory theretoto the Administrative Agent; (ix) a duly completed compliance certificate as of the last day of the fiscal quarter of Holdings ended on December 31, made against 2016, signed by a Responsible Officer of Holdings, giving pro forma effect to the transactions to occur on the Closing Date (including, without limitation, all Credit Extensions to occur on the Closing Date) and including in reasonable detail the calculations required to establish compliance with the covenants set forth in Section 7.11 (such compliance certificate, the “Pro Forma Closing Date Compliance Certificate”); (x) a Solvency Certificate from the Borrower under certifying that, after giving effect to the Uniform Commercial Code transactions to occur on the Closing Date (or applicable judicial docketincluding, without limitation, all Credit Extensions to occur on the Closing Date), the Loan Parties and their Subsidiaries, taken as a whole and on a consolidated basis, are Solvent; (xi) an Approved Appraisal for each Property that is included in the calculation of Consolidated Total Asset Value as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the BorrowerClosing Date; (xii) the financial statements referenced in Section 5.05(a) and consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries on a quarterly basis for the fiscal year ending December 31, indicating among 2017 and on an annual basis for the succeeding two fiscal years; (xiii) all documentation and other things information that the assets of each Administrative Agent or any Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)Act; and (xixiv) substantially concurrent payoff in full of all outstanding obligations under such other certificates, consents and other documents, as the Existing Credit Agreement with Administrative Agent, the proceeds of L/C Issuer, the initial Loans funded hereunder and Swing Line Lender or the termination of all commitments thereunder;Required Lenders reasonably may require. (b) All Any fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) at least two Business Day Days prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement Amendment shall become effective if, on or before September 18, 2018, all as of the following conditions precedent have been met: (a) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agentfirst above written when, and certified as accurate by the chief financial officer of Borroweronly when, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received counterparts of this Amendment executed by Holdings and the results Required Lenders or, as to any of a Lien search the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; and Section 1 of this Amendment shall become effective when and only when the Administrative Agent shall have received (a) the fees specified in Section 2 hereof, and payment of all other accrued fees and expenses of the Administrative Agent (including a search as the reasonable accrued fees and expenses of counsel to judgmentsthe Administrative Agent invoiced on or prior to the date hereof) and (b) all of the following documents, bankruptcy, tax and intellectual property matters in its discretioneach such document dated the date of receipt thereof by the Administrative Agent (unless otherwise specified), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent: (i) Counterparts of the Consent appended hereto (the "Consent"), executed by each of the Loan Parties (other than Holdings); (ii) 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; (iii) 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 any Lender requesting the same, (B) no event has occurred and is continuing that constitutes a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoDefault.

Conditions of Effectiveness. This Agreement shall become effective if, on or before September 18, 2018, all The effectiveness of this Amendment is subject to the following conditions precedent have been met: that (a) The the Administrative Agent shall have received (i) an agreement to support the Restructuring has been signed by the Company (on behalf of itself and all direct and indirect subsidiaries) and Lenders having Revolving Credit Exposures, outstanding principal amount of Term Loans and unused Commitments representing at least 90% of the sum of the total Revolving Credit Exposures, the aggregate principal amount of Term Loans and the unused Commitments, (ii) counterparts of this Amendment duly executed by the Borrowers, the Supermajority Lenders and the Administrative Agent's receipt , (iii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors, (iv) a duly executed amendment in respect of the following, each of which Yellow Receivables Facility in form and substance reasonably satisfactory to the Administrative Agent (and the Required Lenders hereby consent to such Amendment) and such amendment shall be originalsin full force and effect contemporaneously with this Amendment, "pdfs" or telecopies (followed promptly by originalsv) unless otherwise specified, each properly a duly executed by a Responsible Officer, each dated amendment in respect of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each Specified Pension Fund Deferral Transaction Documents in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient such amendment shall be in number for distribution to the Administrative Agent, each Lender full force and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection effect contemporaneously with this Agreement and the other Loan Documents to which the Borrower is a party or is to be a party; Amendment, (vvi) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance evidence reasonably satisfactory to the Administrative Agent, and certified as accurate by Agent that the chief financial officer Teamsters National Freight Industry Negotiating Committee of Borrower, the International Brotherhood of Teamsters shall have confirmed that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof this Amendment is each Solventacceptable, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice those documents and instruments as may be reasonably requested by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all reasonable and documented previously invoiced, reasonable, out-of-pocket fees, charges and disbursements expenses of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) including, to the extent invoiced one (1invoiced, reasonable attorneys’ fees and expenses) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower in connection with this Amendment and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certificationother Loan Documents, in each case at least five (5) Business Days prior to the Closing Date. Without limiting extent reimbursable under the generality terms of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoCredit Agreement.

Conditions of Effectiveness. This Agreement Amendment shall become effective ifas of the date first above written when, on or before September 18and only when, 2018the Agent shall have received counterparts of this Amendment 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, and the consent, as attached hereto, of each of the Subsidiary Guarantors (the “Consent”). This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement, and Section 1 hereof shall become effective when, and only when, the Agent shall have additionally received all of the following conditions precedent have been metdocuments, 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) The Administrative Agent's receipt Copies of the following(A) resolutions of the Board of Directors and/or Shareholders of each Loan Party approving this Amendment, (B) the current by-laws (estatutos sociales) of each Loan Party as in effect on the date the resolutions specified in clause (A) were adopted, (C) a power of which shall attorney authorizing the relevant officers of each Loan Party to execute this Amendment and any other document pertaining to the same and (D) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the Consent and a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the absence of any change or amendment to the by-laws (estatutos sociales) of each Loan Party since the date the resolutions specified in clause (A) were adopted. (b) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Amendment and the other documents to be originals, "pdfs" delivered hereunder. (c) Evidence that all fees and expenses of the Agent (including the fees and expenses of counsel to the Agent) in connection with the execution of this Amendment have been or telecopies will be promptly paid by the Borrower. (followed promptly by originalsd) unless otherwise specified, each properly executed A certificate signed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each duly authorized officer of the LendersBorrower stating that: (i) executed counterparts The representations and warranties contained in Section 4 below are correct on and as of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender date of such certificate as though made on and the Borrower;as of such date; and (ii) No event has occurred and is continuing that constitutes a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paidDefault. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement Amendment shall become effective if, on or before September 18, 2018, all and as of the first Business Day when the following conditions precedent have been met:satisfied or waived in writing (the “Effective Date”): (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" or telecopies electronic transmissions (followed promptly by originals) unless otherwise specifiedspecified in writing by the Administrative Agent to the Borrower, each properly executed by a Responsible OfficerOfficer of the applicable 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 reasonably satisfactory to the Administrative Agent and each of the Lendersits legal counsel: (i) executed counterparts of this AgreementAmendment duly executed by Parent, sufficient in number for distribution to Borrower and the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender counterparts of this Amendment duly executed by Lenders constituting no less than the BorrowerRequired Lenders; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower Loan Parties as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party;Amendment; and (viv) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each of the Loan Parties is duly organized or formed, and that each of the Loan Parties is validly existing and in form good standing. (b) The representations and substance reasonably satisfactory warranties of the Borrower and each other Loan Party contained in Article III of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date; provided that, to the Administrative Agentextent that such representations and warranties specifically refer to an earlier date, they shall be true and certified correct in all material respects as accurate by the chief financial officer of Borrowersuch 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 (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (Bany qualification therein) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent respects on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paidsuch respective dates. (c) Unless waived by the Administrative AgentNo Default or Event of Default shall exist, or would result from, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements consummation of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)Amendment. (d) The Borrower shall have delivered Administrative Agent’s receipt of reasonably satisfactory evidence that all fees, including the Consent Fee, and expenses required to be paid hereunder and/or pursuant to the Administrative Agent, and any Lender requesting Credit Agreement have been paid in full in cash or will be paid in full in cash on the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Subject to Section 6.19, the effectiveness of this Agreement shall become effective if, on is subject to satisfaction or before September 18, 2018, all waiver by Agent of the following conditions precedent have been metprecedent: (a) The Administrative Unless waived by Agent and Lenders, Agent's ’s receipt of the following, each of which shall be originalsoriginals or facsimiles, "pdfs" including pdfs or telecopies similar electronic transmission (followed promptly by originals,) unless otherwise specified, each properly executed by a Responsible OfficerSenior Officer of Borrower or the applicable Guarantor (including the Target Company), each dated the Closing Date (oron, or in the case of certificates third-party certificates, dated on or as of governmental officials, a recent date before before, the Closing Date) Date and each in form and substance reasonably satisfactory to the Administrative Agent Agent, each Lender and each of the Lenderstheir legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerLoan Documents; (ii) a Revolving Credit Note executed original counterparts of each Subordination Agreement, each in form and a Term Note for each requesting Lender executed by the Borrowersubstance satisfactory to Agent; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence copies of the completion First Lien Credit Documents and the Term Loan (as defined therein) shall have funded in accordance with the terms of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyFirst Lien Credit Documents; (Reserved); (iv) (Reserved); (v) amendments to the Organization Documents of the Loan Parties in form and content reasonably acceptable to Agent; (vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Senior Officers of the Borrower Borrower, each Guarantor, as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Senior Officer thereof authorized to act as a Responsible Senior Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicablethereof; (vii) written notice by such evidence as Agent and any Lender may reasonably require to verify that Borrower designating a deposit account acceptable and each Guarantor is duly organized or formed, validly existing, in good standing and qualified to Administrative Agent into engage in business in Borrower’s or such Guarantor’s jurisdiction of organization and in each foreign jurisdiction in which the proceeds of Loans are Borrower or such Guarantor is required to be disbursedqualified, including copies of Borrower’s and each Guarantor’s Organization Documents certified by the corporate Secretary, certificates of good standing and/or qualification to engage in business and, if requested by Agent, tax clearance certificates; (viii) a favorable opinion Perfection Certificate signed by a Senior Officer of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably requestParties; (ix) a certificate signed by a Responsible Senior Officer of the Borrower certifying that (A1) that the conditions specified representations and warranties made by each Loan Party in Sections 4.02(a) the Loan Documents are true and correct on and as of the Closing Date (b) have been satisfiedexcept to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date), (B2) that there has been no event or circumstance since each Loan Party is in compliance with all the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect terms and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower provisions of the Loan Documents to which it is a party, and no Default or Event of Default shall have occurred and be continuing, (3) since December 31, 2015, there has been no event or circumstance which has or has had a Material Adverse Effect, and (4) a pro forma calculation of the Total Leverage Ratio of less than 4.50x, Senior Leverage Ratio of less than 3.00x, Adjusted EBITDA of the Parent on a Consolidated Basis of not less than $15,630,000, and Adjusted EBITDA of Borrower on a Consolidated Basis of not less than $19,130,000 (in each case giving effect to the Target Transaction and the funding of the Term Loans (as defined in the First Lien Credit Agreement) on the Closing Date); (x) (Reserved); (xi) an opinion of Kxxxxx Xxxx & Wxxxxx LLP, Mxxxxx Xxxxx & Bxxxxxx LLP, Kxxxxxx Mxxxxxxx & Kxxxxxx PLL and Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, each legal counsel to the Administrative Loan Parties, as to matters Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance satisfactory to Agent; (xii) receipt of certificates of insurance required to be maintained under Section 6.09, from insurance carriers acceptable to Agent, which certificates of insurance are in such forms and evidence such amounts of insurance coverage and deductibles acceptable to Agent pursuant to insurance policies with additional insured and lender loss payable clauses in favor of Agent and the Lenders; (xiii) Loan Parties shall have received all Governmental Authorizations and all Consents, in each case that are necessary in connection with the results entry into, consummation and performance of a Lien search (including a search as to judgments, bankruptcy, tax the transactions contemplated by the Loan Documents and intellectual property matters the Acquisition of the Target Company and each of the foregoing shall be in its discretion), full force and effect and in form and substance reasonably satisfactory to Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents and the Acquisition of the Target Company and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable Governmental Authority to take action to set aside its consent on its own motion shall have expired; (xiv) Agent and the Lenders shall have received all documentation and other information required by such institution or its bank regulatory authorities under Sanctions, Anti-Terrorism Laws, Anti-Corruption Laws and other Laws, including the USA PATRIOT Act; (xv) Agent shall have received evidence, reasonably satisfactory to Agent, that Borrower has completed the Target Transaction in accordance with the terms of the Target Acquisition Documents (without any material amendment thereto or waiver thereunder unless consented to by Agent). Agent shall have received a copy of the Target Acquisition Agreement and all supplements, amendments, installments, documents and agreements related thereto, made against certified in an Officer’s Certificate, dated the Borrower under Closing Date, as correct and complete; (xvi) (Reserved); (xvii) receipt of a copy of the Uniform Commercial Code (or applicable judicial docket) as representations and warranty insurance in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets favor of the Borrower, indicating among other things that the assets from an insurance carrier acceptable to Agent, which policy of each the Borrower are not subject insurance is in such form and evidences such amounts of insurance coverage and deductibles acceptable to any Liens (except for Liens permitted under this Agreement)Agent; and (xixviii) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;such other assurances, certificates, documents, consents or opinions as Agent reasonably may require. (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date amounts payable under Section 2.02, shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements Attorney Costs of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement shall become effective if, on or before September 18, 2018, all the date that the Signature Pages (as defined in the Escrow Agreement) are released from escrow in accordance with the terms of the following conditions precedent have been metEscrow Agreement: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" email (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise specified, each properly executed (if applicable) by a Responsible OfficerOfficer 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the BorrowerBorrower in favor of each Lender requesting a Note; (iii) in each case, solely with respect to Collateral required to be granted on the Closing Date (and for the avoidance of doubt and notwithstanding anything to the contrary herein, excluding as Collateral the Equity Interest of the Operating Partnership and any direct or indirect owner thereof) a pledge agreement, in substantially the form of Exhibit E agreement (together with each other pledge agreement supplement delivered in connection therewithpursuant to Section 2.18(a), in each case as amended, the "“Pledge Agreement"”), duly executed by the Borrower and any applicable SubsidiaryGrantors, together with: (A) to the extent not already in the Administrative Agent's possessioncertificates or instruments, certificates if any, representing the Collateral pledged equity referred to therein thereunder accompanied by undated stock all endorsements and/or powers executed in blank; andrequired by the Pledge Agreement, (B) evidence that (x) all proper financing statements have been or contemporaneously therewith will be duly filed under the Uniform Commercial Code of all applicable jurisdictions and (y) all applicable perfection requirements that the Administrative Agent reasonably may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Grantor as debtor, together with (x) copies of such other financing statements and (y) if any such financing statement covers Collateral, termination statements (or similar documents) for filing in all applicable jurisdictions as may be necessary to terminate any such effective financing statements (or equivalent filings), and (D) a Perfection Certificate duly executed by each Grantor; (E) evidence of the completion of that all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyunder the Pledge Agreement have been taken; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (v) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in form good standing and substance reasonably satisfactory qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the Administrative Agentextent that failure to do so would not, and certified as accurate by individually or in the chief financial officer of Borroweraggregate, that (A) after giving effect reasonably be expected to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIhave a Material Adverse Effect; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin Xxxxxxxx Chance US LLP, counsel to the Loan Parties, and Xxxxxxx LLP, special Maryland counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (ixvii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such 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, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower (x) certifying that (A1) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B2) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could would reasonably be reasonably expected toto have, either individually or in the aggregate, have a Material Adverse Effect, (C3) that there the Borrower is not subject to any present or contingent Environmental Claim which, if adversely determined, would reasonably be expected to have a Material Adverse Effect on the Borrower, and (4) no action, suit, investigation or proceeding is pending or, to the knowledge of the Borrowerany Loan Party, threatened in writing in any court or before any arbitrator or Governmental Authority that (A) relates to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (B) would reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect and (Dy) that no consents, licenses or approvals are required in connection with the consummation by the Borrower attaching copies of the transaction contemplated hereby and Organization Documents of each Person whose Equity Interests are included in the executionCollateral, delivery and performance by if any, which Organization Documents shall (1) in the Borrower and the validity against the Borrower reasonable opinion of the Loan Documents to which it is a party; (x) Administrative Agent, permit the Administrative Agent shall have received to realize on such Collateral upon the results occurrence and during the continuance of a Lien search an Event of Default and (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), 2) otherwise be in form and substance reasonably satisfactory thereto, made against to the Administrative Agent; (ix) a fully completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower under the Uniform Commercial Code (or applicable judicial docket) most recently ended as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets Closing Date ended for which financial statements of each the Borrower are not subject available, giving pro forma effect to any Liens the transactions to occur on the Closing Date (except for Liens permitted under this Agreementincluding, without limitation, all Credit Extensions to occur on the Closing Date) and including in reasonable detail the calculations required to establish compliance with the covenants set forth in Section 7.11 and setting forth a calculation of the covenants described in the definition of Springing Mortgage Covenant Event; (x) evidence of a successful initial public offering and concurrent private placement by the Borrower (the “IPO”), with minimum Net Proceeds of $250,000,000 therefrom after giving effect to concurrent payment of transaction expenses incurred in connection with the Loan Documents, the IPO and related transactions; andprovided that at least $200,000,000 of such Net Proceeds shall be from the IPO; (xi) substantially concurrent payoff in full evidence of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;and undertakings made by Bank of America and JPMorgan Chase Bank, N.A. with respect to the proposed senior secured $170,000,000 term loan facility under or in connection with the Term Loan Agreement deposited into escrow with Xxxxxxx Xxxxxxx & Xxxxxxxx LLP pursuant to the escrow agreement between Bank of America and iStar Inc., dated as of November 16, 2016, as same was amended and supplemented by separate letter agreements dated December 30, 2016 and February 28, 2017 among Bank of America, JPMorgan Chase Bank, N.A. and iStar Inc.; and (xii) such other assurances, certificates, documents and consents as the Administrative Agent, any L/C Issuer or the Required Lenders reasonably may require. (b) All Any fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement shall become effective if, on or before September 18, 2018, all of when the following conditions precedent have been metsatisfied or waived in accordance with Section 10.01: (a) The Administrative Agent's receipt Agent shall have received all of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of (A) this Agreement executed by the Borrower, the Administrative Agent and the Lenders listed on the signature pages to this Agreement, sufficient in number for distribution to and (B) the Collateral Agency Joinder Agreement executed by the Borrower and the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the BorrowerBorrower in favor of each Lender requesting a Note reasonably in advance of the Closing Date; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly Agreement Amendment executed by the Borrower parties thereto and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all UCC financing statements and other actions, recordings and filings of documents or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably instruments necessary or reasonably desirable in order advisable to perfect the Liens security interests created therebyby the Pledge Agreement; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Restricted Person as the Administrative Agent may reasonably require require, in form and substance reasonably satisfactory to the Administrative Agent, 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 the Borrower such Restricted Person is a party or is to be a party; (v) Borrower shall have delivered to such documents and certifications as the Administrative Agent may reasonably require to evidence that each Restricted Person is duly organized or formed, and that each Restricted Person is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a certificateMaterial Adverse Effect; (vi) a favorable opinion of each of (A) Xxxxxx & Xxxxxxx LLP, counsel to the Restricted Persons and (B) the General Counsel or Associate General Counsel of ETP, LLC, in each case in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning ; and the Borrower and the Loan Documents as the Required Lenders may reasonably requesthereby requests such counsel to deliver such opinion; (ixvii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified set forth in Sections 4.02(aSection 4.01(b), (c) and (bd) have been satisfied, shall be true and correct; (Bviii) that there has been no event or circumstance since the date of Solvency Certificate executed by the Audited Chief Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge Officer of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and ; (Dix) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partyInitial Financial Statements; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax customary payoff letters and intellectual property matters withdrawal letters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets respect of the Borrower, indicating among other things that Collateral Agency Agreement in connection with the assets repayment of each indebtedness as described in the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)definition of Refinancing herein; and (xi) substantially concurrent payoff a Loan Notice in full of all outstanding obligations under the Existing Credit Agreement accordance with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;Section 2.03. (b) All fees required After giving effect to be paid this Agreement, the Transactions to the Administrative Agent occur on or before the Closing Date and the other transactions contemplated hereby, the Borrower shall not have been paid and all fees required to be paid any Indebtedness for borrowed money or preferred Equity Interests other than (i) the Obligations, (ii) the Senior Note Obligations, (iii) the obligations pursuant to the Lenders Term Loan Credit Agreement, (iv) Indebtedness incurred under agreements and instruments set forth on or before the Closing Date shall have been paidmost recent applicable periodic filing made by the Borrower with the Securities and Exchange Commission and (v) Indebtedness permitted under Section 7.01. (c) As of the Closing Date, each of the representations and warranties made by any Restricted Person in or pursuant to the Loan Documents shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects), as if made on and as of such date, except for any representations and warranties made as of a specified date, which shall be true and correct in all material respects (or in all respects, as applicable) as of such specified date. (d) At the time of and immediately after giving effect to the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one at least two (12) Business Day days prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (df) The Borrower Lenders shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case received at least five three (53) Business Days prior to the Closing Date, to the extent requested at least five (5) days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 10.039.04, for purposes of determining compliance with the conditions specified in this Section 4.01Section, each Lender that has signed executed and delivered this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This The effectiveness of this Agreement shall become effective if, on or before September 18, 2018, all be subject to the satisfaction of each of the following conditions precedent have been met:(the first date on which all such conditions shall be satisfied or waived, the “Effective Date”): (a) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgmentsfrom Holdings, bankruptcy, tax each Borrower and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the BorrowerRequired Lenders a duly executed original (or, indicating among other things that if elected by the assets Administrative Agent, an executed facsimile or PDF followed promptly by an executed original) counterpart of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from each Guarantor party thereto a duly executed original (or, if elected by the Administrative Agent, an executed facsimile or PDF followed promptly by an executed original) signature page to the Guarantor Acknowledgment and Consent attached hereto as Exhibit A; (c) the Administrative Agent shall have received from the Borrowers an amendment fee equal to 0.25% of the aggregate amount of the Term Commitments and Revolving Commitments of each of the Required Lenders that has executed this Agreement, which fee will be allocated by the Administrative Agent to such Lender Required Lenders on a pro rata basis in accordance with the respective Commitments of such Required Lenders. Such amendment fee shall be fully earned on the date paid and shall not be refundable for any reason; (d) the Borrowers shall have paid all costs and expenses of the Administrative Agent then due in accordance with Section 5(c) hereof and Section 10.5 of the Credit Agreement, to the extent such costs and expenses have been invoiced to the Borrower prior to the proposed Closing Date specifying its objection theretoEffective Date; and (e) on the Effective Date, after giving effect to this Agreement, (i) the representations and warranties contained in Section 4 of this Agreement shall be true and correct; and (ii) no Default or Event of Default shall have occurred and be continuing.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, on or before September 18, 2018, all each of the following conditions precedent shall have been met:satisfied (or waived by the Required Lenders): (a) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent's receipt , counterparts of this Amendment executed by each of the followingLoan Parties, the Lenders collectively comprising at least the Required Lenders (in their capacities as Lenders and, if applicable, as Swap Counterparties) and the Administrative Agent. (b) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, a Joinder Agreement to the Subsidiary Guaranty executed by each Loan Party identified as a New Guarantor on Schedule 1 attached hereto. (c) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of the Intercreditor Agreement executed by each of the parties party thereto. (d) The Borrower and certain of its Subsidiaries shall have (i) executed and delivered the Pledge Agreement, (ii) made all filings necessary or desirable in order to perfect and protect the first priority liens and security interests created in the Collateral (as defined in the Pledge Agreement) and (iii) delivered to the Collateral Agent certificated securities of each applicable Issuer (as defined in the Pledge Agreement), if any, together with any applicable share powers delivered in blank. (e) The Administrative Agent shall have received, in form and 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 is in substantially the same form as this Amendment or otherwise substantially consistent with the summary of amendment terms previously approved by the Administrative Agent shall be deemed satisfactory. (f) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Borrower and the other Loan Parties and Xxxxxxx LLP, special Maryland counsel to the Company, in each case, in form and substance reasonably acceptable to the Administrative Agent and covering such other matters relating to the Loan Parties and this Amendment as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (g) The Administrative Agent shall have received the following items from the Borrower: (i) Certificates of good standing for each Loan Party from the states of organization of such Loan Party, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Amendment Effective Date; (ii) Copies of the formation documents of each Loan Party certified by an officer of such Loan Party, together with all amendments thereto; (iii) Incumbency certificates, executed by officers of each Loan Party, which shall be originals, "pdfs" or telecopies identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents on behalf of such Loan Party (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated and to make borrowings and request other extensions of credit hereunder on behalf of the Closing Date (orBorrower, in the case of certificates of governmental officialsthe Borrower), a recent date before the Closing Date) and each in form and substance reasonably satisfactory to upon which certificate the Administrative Agent and each the Lenders shall be entitled to rely until informed of the Lenders: (i) executed counterparts of this Agreement, sufficient any change in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed writing by the Borrower; (iiiiv) Copies, certified by a pledge agreementSecretary or an Assistant Secretary of each Loan Party of the resolutions (and resolutions of other bodies, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed if any are reasonably deemed necessary by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in counsel for the Administrative Agent's possession) authorizing the transactions contemplated by this Amendment, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) be executed and delivered by the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)Loan Parties; and (xiv) substantially concurrent payoff in full UCC financing statement, judgment, and tax lien searches with respect to each Loan Party from its state of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;organization. (bi) All The fees required to be paid to provided for in Section 5, (ii) any fees separately agreed by the Administrative Agent on or before and the Closing Date shall have been paid Borrower, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agentiii) to the extent invoiced to the Borrower at least one (1) Business Day prior to the Closing Amendment Effective Date, plus such additional amounts all of such fees, charges the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and disbursements as shall constitute its reasonable estimate expenses of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling one firm of accounts between the Borrower and counsel for the Administrative Agent)) due and payable on the Amendment Effective Date shall have been paid in full. (di) The Borrower Administrative Agent and each Lender shall have delivered to received all documentation and other information about the Loan Parties as shall have been reasonably requested by the Administrative Agent, and any Agent or such Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting Amendment Effective Date that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the generality of Patriot Act to the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved extent requested by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender at least five (5) Business Days prior to the proposed Closing Date specifying its objection theretoAmendment Effective Date.

Conditions of Effectiveness. This Agreement shall become effective ifas of the date first above written (the "Effective Date") when, on or before September 18and only when, 2018, all of the following conditions precedent have been met:satisfied: 62 58 (a) There shall have occurred no Material Adverse Change since December 31, 1996. (b) The Administrative Agent's receipt representations and warranties contained in each Loan Document are correct in all material respects on and as of the followingEffective Date, each as though made on and as of which such date (other than any such representations or warranties that, by their terms, are made as of a date other than the Effective Date). (c) No event shall have occurred and be originalscontinuing that constitutes a Default. (d) There is no action, "pdfs" suit, investigation, litigation or telecopies (followed promptly by originals) unless otherwise specifiedproceeding affecting any Affiliate Guarantor, each properly executed by a Responsible Officer, each dated the Closing Date (Borrower or any of their respective Subsidiaries pending or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each best of the Lenders: any of their knowledge, threatened before any court, governmental agency or arbitrator that (i) executed counterparts of this Agreement, sufficient except as disclosed in number for distribution to the Administrative Agent, each Lender and the Borrower; 's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, would be likely to have a Material Adverse Effect or (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by would be likely to materially adversely affect the Borrower; (iii) a pledge agreementlegality, in substantially the form validity or enforceability of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 (taken as a whole) or the consummation of the transactions contemplated hereby. (e) The Borrower shall have paid such fees as have been agreed to in writing to be payable in connection herewith and expenses of the Administrative Agent, the Arrangers and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent and the Arrangers). (f) The Administrative Agent shall have received, on or before the Effective Date, the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies (other than the Notes) for each Lender: (i) The Notes to the order of such Lender. (ii) and governmental approvals, if any, with respect to this Agreement and each Loan Document to which the Borrower it is a party party. (iii) A certificate of each Obligated Party, signed on behalf of such Obligated Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) a true and correct copy of the charter of such Obligated Party as in effect on the Effective Date, (B) a true and correct copy of the bylaws of such Affiliate Guarantor as in effect on the Effective Date, (C) the due incorporation and good standing of such Affiliate Guarantor as a corporation organized under the laws of the State of the jurisdiction of its incorporation and the absence of any proceeding for the dissolution or liquidation of such Affiliate Guarantor (D) the truth or the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date (other than any such representations or warranties that, by their terms, are made as of a date other than the Effective Date) and (E) the absence of any event continuing on the Effective Date that constitutes a Default. (iv) A certificate of the Secretary or an Assistant Secretary of each Obligated Party certifying the names and true signatures of the officers of such Obligated Party authorized to sign this Agreement and each Loan Document to which it is or is to be a party;party and the other documents to be delivered hereunder and thereunder. (v) Borrower shall have delivered A favorable opinion of Simpxxx Xxxxxxx & Bartxxxx, xxecial New York counsel to the Borrower and the Affiliate Guarantors, and a favorable opinion of Willxxx X. Xxxxx, Xx., Xxnior Vice President and General Counsel of the Borrower, in substantially the forms of Exhibits D-1 and D-2, respectively. (vi) A favorable opinion of Shearman & Sterling, counsel for the Lead Managing Agents and the Administrative Agent a certificateAgent, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Lead Managing Agents and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.64 60

Conditions of Effectiveness. 2.1 This Agreement Amendment shall become effective ifas of the date (the “Effective Date”) when, on or before September 18and only when, 2018, all each of the following conditions precedent shall have been metsatisfied: (a) The Administrative Agent's receipt of the following, each of which Agent shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly have received an executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and counterpart hereof from each of the Credit Parties and the Lenders party hereto (which Lenders shall constitute the Required Lenders:). (ib) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the The Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent 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, and certified as accurate by the chief financial officer of Borrower, certifying that (Ai) after giving effect 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 financing hereunder and each Loan extent any such representation or warranty is expressly stated to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates have been made as of a recent date specific date, in which case such representation or warranty shall be true and correct as of the good standing such date); (ii) no Default or Event of Borrower Default has occurred and each Subsidiary whose equity securities are subject is continuing; (iii) no Material Adverse Effect has occurred since December 31, 2014, and there exists no event, condition or state of facts that could reasonably be expected to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified result in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, ; and (Civ) that there is no action, suit, investigation or proceeding pending or, all conditions to the knowledge effectiveness of the Borrower, threatened this Amendment set forth in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall Section 2.1 have been paid and all fees satisfied or waived as required to be paid to the Lenders on or before the Closing Date shall have been paidhereunder. (c) Unless waived by the Administrative Agent, the Borrower Crawford shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to fees set forth in the letter agreement executed by the Administrative Agent (directly to such counsel if requested by or any Affiliate thereof and Crawford in connection with this Amendment and all reasonable expenses of the Administrative Agent) to Agent and its Affiliates required under Section 11.1 of the extent Credit Agreement invoiced one (1) Business Day on or prior to the Closing DateEffective Date (including reasonable fees and expenses of counsel) in connection with this Amendment, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower other Credit Documents and the Administrative Agent)transactions contemplated hereby. (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement The Commitments of each Lender hereunder shall become be effective if, on or before September 18, 2018, all upon satisfaction of the following conditions precedent have been met: precedent: Unless waived by all the Lenders (aor by the Arranger and the Administrative Agent with respect to matters or items specified in clause (v) The or (vi) below with respect to which the Borrower has given assurances satisfactory to the Arranger and the Administrative Agent that such items shall be delivered promptly following the Closing Date), the Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" originals or telecopies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer 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 reasonably satisfactory to the Arranger, the Administrative Agent and each of the Lenders: (i) : except as otherwise specified in Section 6.15, executed counterparts of this Agreement, the Pledge Agreement, the Guaranty (364-Day), the Interco Subordination Agreement (executed by each party thereto) and the Intercreditor Agreement, in each case, sufficient in number for distribution to the Arranger, the Administrative Agent, each Lender Agent and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly ; Notes executed by the Borrower and any applicable Subsidiaryin favor of each Lender requesting such a Note, together with: (A) each in a principal amount equal to such Lender's Commitment; [Reserved]; except as otherwise specified in Section 6.15, evidence satisfactory to the extent not already Administrative Agent that the Lien granted to the Collateral Agent for the benefit of the Lenders in the Administrative Agent's possession, certificates representing collateral described in the pledged equity referred to therein accompanied by undated stock powers executed in blank; and Pledge Agreement is a perfected security interest (B) such evidence of the completion of all other actions, recordings and filings of or except that with respect to the Pledge Agreement pledge of any Capital Stock of First Tier Foreign Subsidiaries, perfected to the extent that the Administrative Agent may deem reasonably necessary or reasonably desirable Uniform Commercial Code in order the relevant jurisdiction is applicable) in each case subject to perfect nonconsensual Permitted Liens; and no Lien (other than nonconsensual Permitted Liens) exists on any such collateral described above other than the Liens Lien created thereby; in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the Loan Documents and the Lenders (ivincluding Swap Counterparties) under the Three-Year Credit Agreement; such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each such Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it Party is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement The effectiveness of Section 2 of this Amendment shall become effective if, on or before September 18, 2018, all be subject to Agent’s receipt of the following documents, in form and substance satisfactory to Agent, or, as applicable, the following conditions precedent have been being met: (a) The Administrative Agent's receipt of the followingthis Amendment, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Xxxxxx and the BorrowerXxxxxxxx; (iib) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the certificate of an officer of Borrower certifying and any applicable Subsidiary, together with: attaching copies of (A) to the extent not already in the Administrative Agent's possessioncertificate of formation, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date by the jurisdiction of the good standing organization of Borrower and each Subsidiary whose equity securities are subject as in effect as of the Amendment Effective Date or certifying that there has been no change since the certificate of formation previously delivered to Agent; (B) the Pledge Agreement under bylaws, operating agreement or similar governing document of Borrower, as in effect as of the laws Amendment Effective Date or certifying that there has been no change since the bylaws previously delivered to Agent; (C) resolutions of Borrower’s Board evidencing approval of this Amendment, as such resolutions remain in full force and effect as of the Amendment Effective Date; and (D) a schedule setting forth the name, title and specimen signature of officers or other authorized signers on behalf of Borrower or certifying that there has been no change since such schedule previously delivered to Agent; (c) [reserved]; (d) a certificate of good standing for Borrower from its jurisdiction of incorporation, organization or formation (or equivalent), as applicableorganization; (viie) written notice by Borrower designating a deposit account acceptable to Administrative such other documents as Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ixf) a certificate signed by a Responsible Officer facility charge of Three Hundred Fifty Thousand Dollars ($350,000) with respect to 0.50% of the Borrower certifying (A) that Tranche 1 Commitment Amount, 0.25% of the conditions specified in Sections 4.02(a) Tranche 2 Commitment Amount and (b) have been satisfied, (B) that there has been no event or circumstance since 0.25% of the Tranche 3 Commitment Amount payable to Agent on behalf of the Lenders on the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a partyhereof; (xg) an amendment fee equal to $75,000 payable to the Administrative Agent on behalf of the Lenders on the date hereof. If the due date of such fee would otherwise fall on a day that is not a Business Day (the “Amendment Fee Due Date”), such fee shall be considered paid on the Amendment Fee Due Date, if received on the next succeeding Business Day; (h) Borrower shall have received the results of a Lien search paid (including a search as to judgments, bankruptcy, tax i) all invoiced costs and intellectual property matters expenses then due in its discretionaccordance with Section 8(e), in form and substance reasonably satisfactory thereto(ii) all other fees, made against costs and expenses, if any, due and payable as of the Borrower Amendment Effective Date under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Loan Agreement); and (xii) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered a duly executed certificate of Borrower certifying that, on the Amendment Effective Date, after giving effect to the Administrative Agentamendment of the Existing Loan Agreement contemplated hereby: (i) The representations and warranties contained in Section 4 shall be true and correct in all material respects on and as of the Amendment Effective Date as though made on and as of such date, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior except to the Closing Date. Without limiting the generality extent such representations and warranties expressly relate to an earlier date, without duplication of the provisions any materiality standard set forth therein; and (ii) There exist no Events of the last paragraph of Section 10.03, for purposes of determining compliance Default or events that with the conditions specified passage of time would result in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoan Event of Default.

Conditions of Effectiveness. This Agreement shall become effective ifas of the date when, on or before September 18and only when, 2018, all of the following conditions precedent have been met:satisfied or waived (the “Amendment Effective Date”): (a) The Administrative Receipt by the Agent (or by the Agent's receipt ’s counsel on its behalf) of counterparts of this Agreement, duly executed by the Company, the Existing Brazilian Term Borrower, the New Brazilian Term Borrower, the Agent, each Brazilian Term A Lender and Lenders constituting the Required Lenders under the Credit Agreement. (b) Receipt by the Agent (or by the Agent’s counsel on its behalf) of the following, each of which shall be originals, "pdfs" originals or telecopies scanned versions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each Officer of the LendersNew Brazilian Term Borrower: (i) executed counterparts a favorable opinion, dated as of this Agreement, sufficient in number for distribution the Amendment Effective Date and addressed to the Administrative Agent, Agent and each Brazilian Term A Lender and from special Brazilian counsel for the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificateBrazilian Companies, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viiiii) a favorable opinion of Sidley Austin LLP, counsel as to the Borrowerenforceability of this Agreement (and of the Credit Agreement, as amended hereby), dated as of the Amendment Effective Date and addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower Lenders from special New York counsel for the Company and the Loan Documents as New Brazilian Term Borrower, in form and substance reasonably satisfactory to the Required Lenders may reasonably requestAgent; (ixiii) a certificate signed by of a Responsible Officer secretary or assistant secretary (or equivalent position) of the Borrower certifying New Brazilian Term Borrower, together with appropriate attachments which shall include the following items: (A) that a true, complete and correct copy of the conditions specified in Sections 4.02(a) and (b) have been satisfiedarticles of incorporation, certificate of limited partnership, certificate of formation or organization or other constitutive document of the New Brazilian Term Borrower, to the extent applicable, certified by an appropriate Governmental Authority, (B) that there has been no event or circumstance since the date a true, complete and correct copy of the Audited Financial Statements that has had by-laws, partnership agreement or could be reasonably expected to, either individually limited liability company or in operating agreement (or other applicable organizational document) of the aggregate, have a Material Adverse EffectNew Brazilian Term Borrower, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge a certified copy of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower resolutions of the transaction contemplated hereby and board of directors, board of managers or other appropriate entity of the New Brazilian Term Borrower authorizing the execution, delivery and performance by the New Brazilian Term Borrower of this Agreement and the validity against transactions contemplated hereby, and (D) certificates of legal existence and good standing, to the Borrower extent available, of the Loan Documents to which it is a party;New Brazilian Term Borrower issued by an appropriate Governmental Authority; and (xiv) a certificate from a Responsible Officer of the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion)Company, in form and substance reasonably satisfactory theretoto the Agent and dated as of the Amendment Effective Date, made against certifying that (A) no Default or Event of Default has occurred and is continuing, and (y) the Borrower under representations and warranties set forth in the Uniform Commercial Code (or applicable judicial docket) as Credit Agreement and each other Loan Document are true and correct in effect in each jurisdiction all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which filings or recordations under the Uniform Commercial Code should case they shall be made to evidence or perfect security interests true and correct in all assets material respects as of such earlier date and except to the extent that such representations and warranties are already qualified as to materiality, in which case such qualified representations and warranties shall be true and correct; provided that any representations and warranties with respect to the Collateral Documents and related matters specified on Schedule 5.01(m) to the Credit Agreement shall only be required to be true and correct as of the Borrower, indicating among other things that the assets time period specified for execution and effectiveness of each the Borrower are not such Collateral Documents and related matters (and subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff applicable extensions of such time periods which may have been granted in full of all outstanding obligations under the Existing Credit Agreement accordance with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paidterms thereof). (c) Unless waived As at the Amendment Effective Date, there are no outstanding Loans payable by the Administrative AgentExisting Brazilian Term Borrower, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested or other amounts payable by the Administrative Agent) Existing Brazilian Term Borrower on account of any Loans made to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)it. (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement shall become effective ifas of May 25, on or 2001, when, and only when, before September 183:00 p.m. May 25, 20182001, all of (x) the following conditions precedent Existing Credit Agreements shall have been met: terminated and all indebtedness and other monetary obligations thereunder shall have been repaid in full by the borrowers thereunder and (ay) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: shall have received (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender Agreement executed by the Borrower; (iii) a pledge agreementBorrowers, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning (ii) counterparts of the Borrower Guarantee executed by the Guarantor and the Loan Documents as the Required Lenders may reasonably request; Administrative Agent and (ixiii) a certificate signed by a Responsible Officer all of the Borrower certifying following documents, each document (Aunless otherwise indicated) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since being dated the date of receipt thereof by the Audited Financial Statements that has had or could Administrative Agent (which date shall be reasonably expected tothe same for all such documents except as otherwise approved by the Administrative Agent), either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, form and substance satisfactory to the knowledge Administrative Agent: (a) Certified copies of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower resolutions of the transaction contemplated hereby and Board of Directors of each Borrower approving or authorizing approval of the execution, delivery and performance by the Borrower of this Agreement and the validity against the Borrower of the Loan Documents all documents evidencing other necessary corporate action and governmental and regulatory approvals, if any, with respect to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;. (b) All fees required A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the other documents to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paiddelivered hereunder. (c) Unless waived by a certificate or certificates of an appropriate officer of the Administrative Agentjurisdiction of organization of each Borrower, dated as of a date reasonably near the Effective Date, attaching the certificate of incorporation or other constitutive documents of such Borrower shall have and each amendment thereto on file in his office and certifying that (i) such certificate of incorporation or other constitutive documents are true and complete copies thereof, (ii) such amendments (if any) are the only amendments to such certificate of incorporation or other constitutive documents on file in his office, (iii) such Borrower has paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel franchise taxes to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts date of such fees, charges certificate and disbursements as shall constitute its reasonable estimate (iv) such Borrower is duly incorporated and in good standing under the laws of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).jurisdiction; and (d) The Borrower shall have delivered to A favorable opinion of each of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxxxxx X. XxXxxxxxxx, Esq., General Counsel of the Administrative AgentBorrowers, and Xxxxxxxx Kraft & Xxxx, counsel for the Guarantor, substantially in the form of Exhibit X-0, X-0, and D-3, respectively, and as to such other matters as any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless and any Swing Line Bank through the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretomay reasonably request.

Conditions of Effectiveness. This The effectiveness of this Agreement shall become effective if, on or before September 18, 2018, all and the obligation of the L/C Issuer and each Lender to make the initial Credit Extensions hereunder is subject to satisfaction of the following conditions precedent have been metprecedent: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originalsoriginal, "pdfs" or e-mail (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender Agreement and the BorrowerGuaranty Agreement; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the BorrowerBorrower in favor of each Lender requesting a Note prior to the Closing Date; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiaryeach Loan Party, together with: (A) to certificates or instruments, if any, representing the extent not already Certificated Securities (as defined in the Pledge Agreement), if any, accompanied by all endorsements and/or powers required by the Pledge Agreement, (B) proper financing statements, to be filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent's possessionAgent may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, certificates representing covering the pledged equity Collateral described in the Pledge Agreement, (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to therein accompanied in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) a Perfection Certificate, in substantially the form of Exhibit I-1, duly executed by undated stock powers executed in blankeach of the Loan Parties; and (BE) such evidence of the completion of that all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyunder the Pledge Agreement have been taken (including receipt of duly executed payoff letters and UCC-3 terminations, if any); (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (v) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIexpected to have a Material Adverse Effect; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin Xxxxxx & Xxxxxxx, LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request; (vii) a favorable opinion of in-house counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (viii) a favorable opinion of Xxxxxxx LLP, local counsel to the Loan Parties in Maryland, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (ix) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such 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, or (B) stating that no such consents, licenses or approvals are so required; (x) a certificate signed by a Responsible Officer of the Borrower (x) certifying that (A1) that the conditions specified in Sections 4.02(athis Section 4.01 have been satisfied (other than those conditions contingent upon the satisfaction of the Administrative Agent and/or the Lenders with respect to certain items received by them under this Section 4.01) and (b2) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding is pending or, to the knowledge of the Borrowerany Loan Party, threatened in writing in any court or before any arbitrator or Governmental Authority related to the credit facility being provided under this Agreement or that would could reasonably be expected to have a Material Adverse Effect and (Dy) that no consents, licenses or approvals are required in connection with the consummation by the Borrower attaching copies of the transaction contemplated hereby and operating agreements, partnership agreements or other applicable organizational documents of each Person whose Equity Interests are included in the executionCollateral, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent organizational documents shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), be in form and substance reasonably satisfactory thereto, made against to the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); andAdministrative Agent; (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds a Borrowing Base Certificate duly certified by a Responsible Officer of the initial Loans funded hereunder and the termination of all commitments thereunderBorrower; (xii) a Solvency Certificate from the Loan Parties certifying that, after giving effect to the transactions to occur on the Closing Date (including, without limitation, any Credit Extension to occur on the Closing Date), the REIT and its Consolidated Subsidiaries, on a consolidated basis, are Solvent; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect (and the amount, types and terms and conditions of all such insurance shall be satisfactory to the Lenders), together with the certificates of insurance and endorsements, naming, with respect to each policy of liability insurance maintained by any Loan Party, the Administrative Agent, on behalf of the Creditor Parties, as an additional insured; (xiv) the financial statements referenced in Sections 5.05(a) and (b). (xv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or any Arranger reasonably may require. (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. 1. This Agreement Amendment shall become effective ifeffective, on or before September 18and shall be dated, 2018, all as of the following conditions precedent date that the Agent shall have been met: received (ai) The Administrative Agent's receipt counterparts of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly this Amendment executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementBorrower, sufficient in number for distribution to the Administrative Guarantors, the Required Lenders and the Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form an opinion of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by counsel to the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificateGuarantors, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (Aiii) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees and documented out-of-pocket fees, charges and disbursements of one primary counsel expenses owed to the Administrative Agent, the Lenders and Special Counsel which have been accrued and/or incurred up to and including the date hereof. 2. The Consents granted under Paragraph 1 of Article III hereof shall become effective as of the dates (each, a "Consent Effective Date") that the Agent (directly to such counsel if requested by the Administrative Agent) shall have received, in form and substance satisfactory to the extent invoiced one (1Agent, the items required pursuant to Sections 8.3(f) Business Day prior and 8.12 of the Credit Agreement in respect of the Pending Acquisitions. Notwithstanding anything to the Closing Datecontrary in the foregoing sentence, plus such additional amounts it is agreed that the pledge and delivery of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or any Capital Stock required pursuant to said sections may be incurred by it through made to the Agent within fifteen (15) days after the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions related Acquisition. To the extent that the Acquisition of LSDHL consists of foreign assets or creates a foreign Subsidiary, the documentation executed with respect to a security interest therein and/or a guaranty therefrom, as required by Sections 8.3(f) and 8.12(c) of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed such that the rights and obligations of the various parties created thereunder are substantially equivalent to have consented tothose which would be created by execution of the Supplements to the Guaranty and the Security Agreement with respect to a domestic Subsidiary or domestic assets, approved or accepted with such changes as may be required by the Agent or to comply with laws governing such foreign transactions. The requirements of Sections 8.3(f) and 8.12(c) of the Credit Agreement will be satisfied with, each document or other matter required thereunder to be consented to or approved deemed met by or acceptable or the delivery of such documentation in form and substance satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying and its objection theretocounsel.

Conditions of Effectiveness. This Agreement (a) The effectiveness of Section 2 of this Amendment shall become effective if, on or before September 18, 2018, all be subject to the satisfaction of each of the following conditions precedent have been met: (a) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lendersprecedent: (i) The Administrative Agent shall have received from the Borrower and each of the Lenders a duly executed counterparts of this Agreementoriginal (or, sufficient in number for distribution to if elected by the Administrative Agent, each Lender and the Borrower;an executed facsimile copy) of this Amendment. (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the The Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to received the Administrative Agent a certificateconsent, in form and substance reasonably satisfactory to the Administrative Agent, of each Guarantor in its capacity as such to the execution and certified as accurate delivery hereof by the chief financial officer Borrower. (iii) The Administrative Agent shall have received evidence of Borrower, that payment by the Borrower of (A) after giving effect the accrued and unpaid commitment fee payable under Section 2.08(a) of the Credit Agreement, payable to the financing hereunder and each Loan Lenders, based upon their respective Pro Rata Shares as existing immediately prior to be advanced on the Closing Effective Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance all other fees, costs and expenses due and payable as of June 30the Effective Date hereunder and under the Credit Agreement, 2018 with including any fees arising under or referenced in Section 5 of this Amendment and any costs and expenses payable under Section 6(g) of this Amendment (including the covenants contained in Article VIII;Administrative Agent's Attorney Costs, to the extent invoiced on or prior to the Effective Date). (viiv) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to The Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning shall have received from the Borrower and the Loan Documents as Guarantors, in form and substance satisfactory to the Required Lenders may reasonably request; (ix) Administrative Agent, a certificate signed by a Responsible Officer copy of the Borrower certifying (A) that resolutions passed by the conditions specified in Sections 4.02(a) and (b) have been satisfiedboard of directors of such Persons, (B) that there has been no event or circumstance since the date certified as of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation Effective Date by the Borrower Secretary or an Assistant Secretary of the transaction contemplated hereby and such Persons, authorizing the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Amendment Documents to which it is a they are party;. (xv) the The Administrative Agent shall have received all other documents it or the results of a Lien search (including a search as Required Lenders may reasonably request relating to judgmentsany matters relevant hereto, bankruptcy, tax and intellectual property matters in its discretion), all in form and substance reasonably satisfactory theretoto the Administrative Agent. (vi) The representations and warranties in Section 3 of this Amendment shall be true and correct on and as of the Effective Date with the same effect as if made on and as of the Effective Date. (vii) The Administrative Agent shall have received from Washington Mutual Bank (the "Assignor"), made against for the Borrower under account of each Lender identified in Schedule 2.01 attached hereto (the Uniform Commercial Code "Assignees"), an assignment fee of 0.10% (or applicable judicial docket10 b.p.) as times the Assignor's Commitment in effect immediately prior to the Effective Date, to be distributed pro rata in proportion to the respective Commitment of each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets Assignee as of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;Effective Date. (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for For purposes of determining compliance with the conditions specified in this Section 4.014(a), each Lender that has signed executed this Agreement Amendment shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless such Lender. (c) From and after the Effective Date, the Credit Agreement and the Guaranty are amended as set forth herein. Except as expressly amended pursuant hereto, the Credit Agreement and the Guaranty shall each remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. (d) The Administrative Agent shall have received notice from such Lender prior to will notify the proposed Closing Date specifying its objection theretoBorrower and the Lenders of the occurrence of the Effective Date.

Conditions of Effectiveness. This The effectiveness of this Agreement shall become effective if, on or before September 18, 2018, all is subject to satisfaction of the following conditions precedent have been metprecedent: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originalsoriginal, "pdfs" or e-mail (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerBorrowers; (ii) a Revolving Credit Note, a Term A Note and a Term Note for B Note, in each requesting Lender case executed by the BorrowerBorrowers and made to the order of the Administrative Agent; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiaryeach Loan Party, together with: (A) certificates or instruments, if any, representing the Certificated Securities (as defined in the Pledge Agreement), if any, accompanied by all endorsements and/or powers required by the Pledge Agreement, (B) proper financing statements, to be filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) a Perfection Certificate, in substantially the form of Exhibit M-1, duly executed by each of the Loan Parties; (iv) the Assigned Empire State Mortgage, duly executed by each Loan Party party thereto, together with: (A) all documents, instruments and agreements evidencing, securing or relating to the extent Existing Empire State Mortgage Debt, including, without limitation, (1) a copy of all promissory notes and loan agreements evidencing the Existing Empire State Mortgage Debt and (2) a copy of the Existing Empire State Mortgage, showing all recording information thereon, in each case certified as true, correct and complete by an Authorized Officer of the Parent; (B) a copy of an environmental assessment report on the Empire State Building; (C) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination confirming that the Empire State Building is not already located in an area identified by the Administrative Agent's possession, certificates representing Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the pledged equity referred to therein accompanied by undated stock powers executed National Flood Insurance Act of 1968 (as now or hereafter in blankeffect or successor act thereto); and (BD) such other documents, agreements and instruments as the Administrative Agent may reasonably request relating to the Empire State Building, the Existing Empire State Mortgage Debt or the Existing Empire State Mortgage. (v) evidence of the completion of that all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyunder the Pledge Agreement have been taken (including receipt of duly executed payoff letters and UCC-3 terminations, if any); (ivvi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (vvii) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing DateParty is validly existing, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of Borrower and each Subsidiary whose equity securities are subject properties or the conduct of its business requires such qualification, except to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating extent that failure to do so could not reasonably be expected to have a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursedMaterial Adverse Effect; (viii) a favorable opinion of Sidley Austin Fried, Frank, Harris, Xxxxxxx and Xxxxxxxx LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request; (ix) a favorable opinion of Xxxxxxx LLP, local counsel to the Loan Parties in Maryland, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (x) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such 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, or (B) stating that no such consents, licenses or approvals are so required; (xi) a certificate signed by a Responsible Officer of the each Borrower (x) certifying that (A1) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding is pending or, to the knowledge of the Borrowerany Loan Party, threatened in writing in any court or before any arbitrator or Governmental Authority that would (A) challenges the validity or enforceability of this Agreement, any other Loan Document or any of the transactions contemplated hereby or thereby, or otherwise purports to restrict or prohibit the performance of all or any portion of this Agreement, any other Loan Document or any of the transactions contemplated hereby or thereby or (B) could reasonably be expected to have a Material Adverse Effect and (D2) that no consents, licenses or approvals are required in connection with since the consummation by the Borrower date of the transaction contemplated hereby Audited Financial Statements, there has not 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 (y) attaching copies of the executionoperating agreements, delivery partnership agreements or other applicable organizational documents of each Person whose Equity Interests are included in the Collateral, which organizational documents shall, in the reasonable opinion of the Administrative Agent, permit the Administrative Agent to realize on such Collateral upon the occurrence and performance during the continuance of an Event of Default; (xii) an Availability Certificate duly certified by a Responsible Officer of each Borrower; (xiii) a Solvency Certificate from the Borrower Parent certifying that, after giving effect to the transactions to occur on the Closing Date (including, without limitation, all Credit Extensions to occur on the Closing Date), the Parent and the validity against the Borrower of its Subsidiaries on a consolidated basis are Solvent; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect (and the amount, types and terms and conditions of all such insurance shall be satisfactory to which it is a partythe Administrative Agent), together with the certificates of insurance and endorsements, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured under each policy of liability insurance maintained with respect to each Initial Borrowing Base Property; (xxv) the financial statements referenced in Sections 5.05(a) and (b); (xvi) a certificate executed by a Responsible Officer of the Parent calculating the ratio of Total Indebtedness to Total Asset Value as of the Closing Date (giving pro forma effect to the transactions to occur on the Closing Date, including, without limitation, all Credit Extensions to occur on the Closing Date)(such certificate, the “Pro Forma Closing Date Leverage Certificate”); (b) An Initial Public Offering by the Parent shall have consummated with Net Cash Proceeds received by the Parent in respect thereof in an amount not less than $600,000,000, and at least three (3) Business Days prior to the consummation of such Initial Public Offering, the Administrative and the Lenders shall have received written notice from the Parent (A) setting forth the date on which such Initial Public Offering will be consummated (the “IPO Effective Date”) and (B) requesting that the Term Lenders fund their Term Commitments on the IPO Effective Date in accordance with, and for the purposes set forth in, Section 2.01(a). (c) The total outstanding principal amount of the Existing Empire State Mortgage Debt (and all accrued and unpaid interest thereof) shall not exceed the aggregate amount of the Term A Commitments of all Term A Lenders as of the Closing Date and the Administrative Agent shall have received each of the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion)following documents, in form and substance reasonably satisfactory thereto, made against to the Borrower under the Uniform Commercial Code Administrative Agent:2 (or applicable judicial docketA) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets an assignment of the BorrowerExisting Empire State Mortgage Debt, indicating among other things that duly executed and delivered by the assets Existing Empire State Mortgage Lender; (B) the originals of each outstanding promissory note evidencing the Borrower are not subject Existing Empire State Mortgage Debt, duly endorsed to any Liens (except for Liens permitted under this Agreement)the Administrative Agent; and (xiC) substantially concurrent payoff in full an assignment of all outstanding obligations under the Existing Credit Agreement with Empire State Mortgage, duly executed by the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;Existing Empire State Mortgage Lender. (bd) (i) All fees required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (ce) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1which invoice may be in summary form) Business Day prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement Amendment shall become effective ifas of the date first above written when, on or before September 18and only when, 2018the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Majority Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment. This Amendment is subject to the provisions of Section 7.9 of the Credit Agreement, and Section 1 hereof shall become effective when, and only when, the Agent shall have additionally received all of the following conditions precedent have been met: (a) The Administrative Agent's receipt of the followingdocuments, each of which shall be originals, "pdfs" or telecopies such document (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each ) dated the Closing Date date of receipt thereof by the Administrative Agent (or, in the case of certificates of governmental officials, a recent date before the Closing Dateunless otherwise specified) and in sufficient copies for each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders who have executed this Amendment (unless otherwise specified) and in sufficient copies for each of the LendersLender: (ia) executed counterparts Certified copies of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form one or more resolutions or other authorizations of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to certified by the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers appropriate officer of the Borrower as being in full force and effect on the Administrative Agent may reasonably require evidencing date of effectiveness of this Amendment, authorizing the identityexecution, authority delivery and capacity performance of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents any instruments or agreements required hereunder or thereunder to which the Borrower is a party or is to be a party;. (vb) A certificate from Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate signed by the chief financial appropriate authorized officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on dated the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with to the covenants contained in Article VIII; (vi) certificates as of a recent date incumbency of the good standing of Borrower natural persons authorized to execute and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization deliver this Amendment and any instruments or formation (agreements required hereunder or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents thereunder to which it Borrower is a party;. (xc) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax Evidence that all fees and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees expenses required to be paid to the Administrative Agent on (or before its counsel) in connection with the Closing Date shall execution of this Amendment have been paid and all fees required to or will be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, A certificate signed by a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality duly authorized officer of the provisions Borrower stating that: (i) The representations and warranties contained in Section 3 below are correct on and as of the last paragraph date of Section 10.03, for purposes such certificate as though made on and as of determining compliance with the conditions specified in this Section 4.01, each Lender such date; and (ii) No event has occurred and is continuing that has signed this Agreement shall be deemed to 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 constitutes a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoDefault.

Conditions of Effectiveness. This Agreement Amendment is dated as of January 18, 2008, but shall become be effective ifas of December 28, 2007 when, and only when, (a) the U.S. Borrower shall have paid, on or before September January 18, 20182008, all to the Administrative Agent for the ratable account and benefit of each Lender executing this Amendment on or before 12:00 Noon Eastern time on January 18, 2008, a fee equal to 0.15% of the Total Exposure Amount of each such Lender and (b) the Administrative Agent shall have received, on or before January 18, 2008, the following conditions precedent have been met: (a) The Administrative Agent's receipt of the followingdocuments, each of which shall be originals, "pdfs" or telecopies such document (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each ) dated the Closing Date date of receipt thereof by the Administrative Agent (or, in the case of certificates of governmental officials, a recent date before the Closing Dateunless 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 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; (ii) Counterparts of the Consent and Confirmation attached hereto executed by each Subsidiary Guarantor; (iii) Evidence reasonably satisfactory to the Administrative Agent that any and each all expenses of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution counsel to the Administrative Agent, each Lender and Agent outstanding since the Borrower;date of its last invoice as well as all expenses in connection with this Amendment shall have been paid in full in accordance with Section 10.3 of the Credit Agreement; and (iiiv) A certificate signed by a Revolving Credit Note and a Term Note for duly authorized officer of each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together withstating that: (A) to the extent not already All representations and warranties made by such Borrower in Section 3 hereof and in the Administrative Agent's possessionCredit Agreement (as amended hereby) 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, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blankwhich case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Dateamendments contemplated by Section 1 above, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent Default shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax occurred and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paidcontinuing. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Amended and Restated Credit Agreement shall become effective if, on or before September 18, 2018, and as of the first date (the “Restatement Effective Date”) on which all of the following conditions precedent shall have been metsatisfied: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" e-mail copies (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer of the signing Loan Party, each dated the Closing Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing DateRestatement Effective Date or such later date as may be agreed to by the Administrative Agent) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this AgreementAgreement and the Affirmation of Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerREIT; (ii) a Revolving Credit Note and a Term Note for each requesting Lender duly executed by the BorrowerBorrowers in favor of each Lender requesting a Note; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge and Security Agreement"), duly executed by the Borrower and any applicable Subsidiaryeach Loan Party, together with: (A) to certificates or instruments representing the extent not already Certificated Securities (as defined in the Administrative Agent's possession, certificates representing the pledged equity referred to therein Pledge and Security Agreement) accompanied by undated stock all endorsements and/or powers executed in blank; andrequired by the Pledge and Security Agreement, (B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement, covering the Collateral described in the Pledge and Security Agreement, (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge and Security Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby, (E) Control Agreements with respect to each Distribution Account of a Loan Party, duly executed by each of the parties thereto, (F) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement have been taken; and (G) a Perfection Certificate, in substantially the form of Exhibit H-1, duly executed by the REIT; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (v) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in form good standing and substance reasonably satisfactory qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, extent that (A) after giving effect failure to the financing hereunder and each Loan do so could not reasonably be expected to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIhave a Material Adverse Effect; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request; (ixvii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such 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, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Borrower (x) certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, satisfied and (B) that there has been no event not occurred a material adverse change in (1) the business, assets or circumstance since financial condition of (a) the date REIT or (b) the REIT, its Subsidiaries and any of the Audited Financial Statements that has had entities in which they have invested directly or could be reasonably expected toindirectly, either individually taken as a whole or (2) the facts and information, taken as a whole, regarding any such entities as heretofore disclosed to the Administrative Agent and the Lenders and (y) attaching copies of the operating agreements, partnership agreements or other applicable organizational documents of (A) each Affiliated Investor in the aggregatewhich all or a portion of its Equity Interests are owned directly by a Loan Party, have a Material Adverse Effect, (B) Colony Funds Sants and (C) Coral Partners; (ix) evidence that there all insurance required to be maintained pursuant to the Loan Documents has been obtained and is no in effect; (x) completion of all due diligence with respect to the Borrowers, Guarantors, Affiliated Investors, Investment Assets and Collateral in scope and determination satisfactory to the Administrative Agent and Lenders in their sole discretion, including a sampling review of the credit and legal files of the Borrowers, the Guarantors and the Affiliated Investors, review of financial statements and projections, review of governance provisions and review of each Borrower’s underwriting criteria and closing processes as well as its on-going valuation and monitoring methodologies, and other items that Administrative Agent may request; (xi) the absence of any action, suit, investigation or proceeding proceeding, pending oror threatened, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority governmental authority that would reasonably be expected purports to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower materially affect any of the Loan Documents to which it is Parties, any of their respective Subsidiaries, any Affiliated Investor that owns an Investment Asset or whose Equity Interests are owned (in whole or in part) directly by a party; Loan Party, or any transaction contemplated hereby, or that could have a material adverse effect on (w) the REIT, (x) the Administrative Agent REIT, its Subsidiaries or any of the entities in which they have invested directly or indirectly, taken as a whole, (y) any transaction contemplated hereby or (z) the ability of any Loan Party to perform its obligations under the Loan Documents; (xii) a Solvency Certificate from the Loan Parties demonstrating that each Loan Party is Solvent; (xiii) a Compliance Certificate executed by a Responsible Officer of the REIT, giving pro forma effect to the effectiveness of this Agreement; (xiv) confirmation that the REIT has delivered a written notice to each Departing Lender terminating, as of the date that the other conditions specified in this Section 4.01 are satisfied, all commitments of the Departing Lenders under the Original Credit Agreement, and that all amounts owing (whether or not due) under the Original Credit Agreement and related documents through and including such termination date to each Departing Lender shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters been paid in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)full; and (xixv) substantially concurrent payoff in full of all outstanding obligations under such other assurances, certificates, documents, consents or opinions as the Existing Credit Agreement with Administrative Agent or the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;Required Lenders reasonably may require. (b) All Any fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Restatement Effective Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Borrowers shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent and MLPF&S (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to or on the Closing Restatement Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower Borrowers and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.039.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Restatement Effective Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement Amendment shall become effective if, on or before September 18, 2018, all (the “Effective Date”) as of the following conditions precedent have been metdate first above written when, and only when: (a) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received (i) counterparts of this Amendment executed by the results of a Lien search (including a search Borrower and the Required Lenders or, as to judgmentsany of such Lenders, bankruptcyadvice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (ii) the Consent attached hereto executed by each Guarantor and each Grantor (other than the Borrower) under the Guarantee and Collateral Agreement. (b) the Administrative Agent shall have additionally received all of the following documents, tax each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and intellectual property matters in its discretion)sufficient copies for each Lender, in form and substance reasonably satisfactory thereto, made against to the Administrative Agent (unless otherwise specified): (i) A certificate of the Secretary or an Assistant Secretary of the Borrower under certifying the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets names and true signatures of the Borrower, indicating among other things that the assets officers of each the Borrower are not subject authorized to any Liens (except for Liens permitted under sign this Agreement)Amendment and the other documents to be delivered hereunder and thereunder; and (xiii) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds A certificate signed by a duly authorized officer of the initial Loans funded hereunder and the termination of all commitments thereunder;Borrower stating that: (bA) All fees required The representations and warranties contained in the Loan Documents and in Section 3 hereof are correct on and as of the date of such certificate as though made on and as of such date, except where such representation and warranty is expressly made as of a specific earlier date, in which case such representation and warranty shall be true as of such earlier date; and (B) No event has occurred and is continuing that constitutes a Default or Event of Default as of the Effective Date after giving effect to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paidthis Amendment. (c) Unless waived by All of the accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses of counsel for the Administrative Agent in connection with this Amendment and for other work since the date of the last invoice of counsel to the Administrative Agent), shall have been paid in full. (d) With respect to the amendments set forth in Section 1 of this Amendment, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, for the pro rata benefit of each of the Lenders that executes this Amendment on or prior to the Effective Date, an amendment fee equal to 0.05% of the sum of (x) the outstanding principal balance of the Tranche B Term Loans and any Lender requesting (y) the same, a Beneficial Ownership Certificationaggregate amount of the Revolving Credit Commitments and the L/C Commitments of such Lenders under the Credit Agreement, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality without duplication, as of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoEffective Date.

Conditions of Effectiveness. This Agreement (a) The effectiveness of Sections 2 and 3 of this Amendment shall become effective if, on or before September 18, 2018, all be subject to the satisfaction of each of the following conditions precedent have been metprecedent: (a1) The Administrative Agent shall have received from each Loan Party and the Majority Lenders a duly executed original (or, if elected by the Agent, an executed facsimile copy) of this Amendment. (2) The Agent shall have received the consent of each Guarantor in its capacity as such to the execution and delivery hereof by the Company. (3) The Agent shall have received evidence of payment by the Company of all fees, costs and expenses due and payable as of the Effective Date hereunder and under the Credit Agreement, including any fees arising under or referenced in Section 6 of this Amendment and any costs and expenses payable under Section 7(g) of this Amendment (including the Agent's Attorney Costs, to the extent invoiced on or prior to the Effective Date). (4) The Agent shall have received from the Company an Update Certificate (as to each Loan Party), substantially in the form of Exhibit H to the Credit Agreement, dated the Effective Date and otherwise in form and substance satisfactory to the Agent, covering the period from the last day of the "Reporting Period" covered by the most recent Update Certificate furnished to the Agent and the Lenders pursuant to subsection 6.01(f) of the Credit Agreement through the Effective Date. (5) The Agent shall have received evidence satisfactory to it that all actions necessary or, in the opinion of the Agent or the Lenders, desirable to perfect and protect the first priority Lien created by the Collateral Documents, and to enhance the Agent's ability to preserve and protect its interests in and access to the Collateral, have been taken, including, without limitation, (i) the Agent's receipt of acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the followingsecurity interests of the Agent for the benefit of the Lenders, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably other evidence satisfactory to the Administrative Agent that there has been filed, registered or recorded (or arrangements made with a reputable filing service to file, register or record) all financing statements and each of the Lenders: (i) executed counterparts of this Agreementother filings, sufficient in number for distribution to the Administrative Agent, each Lender registrations and the Borrower; (ii) a Revolving Credit Note recordings necessary and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order advisable to perfect the Liens created thereby; of the Agent for the benefit of the Lenders in accordance with applicable law, (ivii) the Agent's receipt of written advice relating to such certificates of resolutions Lien and judgment searches as the Agent shall have requested, and such termination statements or other action, incumbency certificates and/or documents as may be necessary to confirm that the Collateral is subject to no other certificates Liens in favor of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 any Persons (other Loan Documents to which the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solventthan Permitted Liens), and (Biii) attached thereto are calculations evidencing compliance the Agent's receipt of all certificates and instruments representing the Pledged Shares, together with stock transfer powers executed in blank as the Agent or the Lenders may specify. (6) The Agent shall have received from each of the Company and Holdings a copy of the resolutions passed by the board of directors of such Person, certified as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation Effective Date by the Borrower Secretary or an Assistant Secretary of the transaction contemplated hereby and such Person, authorizing the execution, delivery and performance by the Borrower of this Amendment and the validity against the Borrower of the Loan Documents to which it is a party;Credit Agreement (as amended by this Amendment). (x7) the Administrative The Agent shall have received an opinion of counsel to the results of a Lien search (including a search as Company and addressed to judgmentsthe Agent and the Lenders, bankruptcy, tax and intellectual property matters in its discretion)dated the Effective Date, in form and substance satisfactory to the Agent. (8) The Agent shall have received all other documents it or any Lender may reasonably request relating to any matters relevant hereto, all in form and substance satisfactory thereto, made against to the Borrower under the Uniform Commercial Code Agent and each Lender. (or applicable judicial docket9) The representations and warranties in Section 4 of this Amendment shall be true and correct on and as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement Effective Date with the proceeds same effect as if made on and as of the initial Loans funded hereunder and the termination of all commitments thereunder;Effective Date. (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for For purposes of determining compliance with the conditions specified in this Section 4.01subsection 5(a) above, each Lender that has signed executed this Agreement Amendment shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless such Lender. (c) From and after the Administrative Effective Date, the Credit Agreement is amended as set forth herein. Except as expressly amended pursuant hereto, the Credit Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects. (d) The Agent shall have received notice from such Lender prior to will notify the proposed Closing Date specifying its objection thereto.Company and the Lenders of the occurrence of the Effective Date. 7. 8

Conditions of Effectiveness. This The obligations of Administrative Agent and the Lenders to amend the Credit Agreement shall become effective if, on as provided herein are subject to the fulfillment or before September 18, 2018, all waiver in writing of the following conditions precedent have been metprecedent: (a) The Borrower, Parent and each Lender shall have delivered to Administrative Agent multiple duly executed counterparts of this Amendment; (b) Borrower shall have delivered to Administrative Agent a fully executed and effective copy of the Fifth Amendment to First Lien Credit Agreement; (c) Borrower shall have delivered to Administrative Agent evidence, reasonably satisfactory to Administrative Agent's receipt , that the Mortgaged Properties represent at least 90% of the followingtotal value of the Proved Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, each acquisitions, dispositions and production; (d) Administrative Agent shall have received a fully executed and effective copy of which shall be originalsthe Consent to Intercreditor Agreement dated as of even date herewith, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated and among Administrative Agent and the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each First Lien Agent in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (ve) Borrower shall have delivered paid to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by for the chief financial officer account of Borrowereach Lender party hereto, that (Athe fee described in Section 3.06(a) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower Credit Agreement and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received all other fees, expenses and other amounts due and owing to Administrative Agent and the results of a Lien search Lenders, including, without limitation, the amounts described more fully in Section 7 hereof; (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docketf) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)no Material Adverse Effect shall have occurred; and (xig) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) except to the extent invoiced one (1) Business Day prior to the Closing Datewaived by this Amendment, plus such additional amounts no Default or Event of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower Default shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretooccurred.

Conditions of Effectiveness. This Agreement Amendment shall become effective if, on or before September 18, 2018, all of (the following conditions precedent have been met“Second Amendment Effective Date”) upon Agent’s receipt of: (a) The Administrative Agent's receipt A copy of the followingthis Amendment, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officerthe Borrowers, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerLender; (iib) a Revolving A copy of that certain Third Amendment to Sixth Amended and Restated Credit Note Agreement dated as of the date hereof by and a Term Note for each requesting Lender executed by among the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amendedBorrowers, the "Pledge Agreement")Guarantors, duly executed by the Borrower lenders party thereto and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative ABL Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to Agent and the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIILenders; (vic) certificates A certificate of an Authorized Officer of each Loan Party dated as of a recent the date hereof which shall certify (i) copies of resolutions of the good standing board of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation directors (or equivalent)other equivalent governing body, as applicable; (viimember or partner) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the such Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and Party authorizing the execution, delivery and performance by the Borrower of this Amendment and the validity against the Borrower of the each other Loan Documents Document executed in connection with this Amendment to which it such Loan Party is a party, (ii) the incumbency and signature of the officers of such Loan Party authorized to execute this Amendment and such other Loan Documents, and (iii) that the copies of the organizational documents of each Loan 25020512v3 Party delivered to the Agent as of the date of this Amendment or as previously delivered to the Agent prior to the date of this Amendment are true, correct and complete as of the date of this Amendment; (xd) An amendment fee payable to Agent for the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets account of the BorrowerLenders (to be shared by the Lenders on a pro-rata basis) in the amount of $624,375, indicating among other things that which fee shall be fully earned and due and payable as of the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)date hereof; and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (be) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket expenses of the Agent incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including the reasonable fees, disbursements and other charges and disbursements of one primary Blank Rome LLP, counsel to for the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one (1) Business Day day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)date hereof. (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This (a) The Agreement shall become effective if, on or before September 18, 2018, as of the Amendment No. Five Effective Date upon the satisfaction of all of the following conditions precedent have been met: (a) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lendersconditions: (i) Borrowers shall have delivered to Administrative Agent an original (or executed counterparts faxed or electronic copy) of this Agreement, sufficient in number for distribution to duly executed by each of the Administrative Agent, each Lender and the BorrowerLoan Parties; (ii) a Revolving Credit Note and a Term Note for each requesting Lender Parent shall have delivered to Administrative Agent an original (or executed faxed or electronic copy) of the Ratification attached to this Amendment, duly executed by the BorrowerPxxxxx; (iii) Borrowers shall have established the Pledged Account at Truist Bank and funded such account with a pledge agreement, cash deposit equal to the outstanding principal balance of the GARJA Loan in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered such principal amount as provided in connection therewith, in each case as amended, the "Pledge Agreement"Section 2(a), duly executed by the Borrower and any applicable Subsidiary, together with: (A) an Account Escrow Agreement shall be in effect in form and content acceptable to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred Agent with regard to therein accompanied by undated stock powers executed in blanksuch Pledged Account; and (Biv) such evidence the receipt by Administrative Agent of the completion payment, in immediately available funds, of all other actionsreasonable out-of-pocket fees, recordings costs, charges and filings of or with respect to the Pledge Agreement that the expenses incurred by Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the preparation, execution and delivery of this Agreement or any of the transactions arising hereunder or otherwise related hereto or referred to herein, including any actual out-of-pocket costs, 4875-5952-5200 v15 expenses, charges or expenses of Administrative Agent and the reasonable fees, charges and disbursements of counsel for Administrative Agent. (b) The parties hereto specifically acknowledge and agree that: (i) the execution and delivery of this Agreement shall not be deemed to create a course of dealing or otherwise obligate Administrative Agent or Lenders to execute similar agreements under the same, similar or different circumstances in the future; and (ii) neither Administrative Agent nor any Lender has any obligation to further amend provisions of, or waive compliance with or consent to a departure from the requirements of, the Existing Loan Agreement or any of the other Loan Documents. Except as expressly amended pursuant hereto, the Existing Loan Agreement and each of the other Loan Documents to which the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, remain unchanged and in form full force and substance reasonably satisfactory to the Administrative Agenteffect and are hereby ratified and confirmed in all respects, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained Collateral described in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as shall continue to secure the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer Obligations. Each of the Borrower certifying Guarantors party hereto: (Ai) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, specifically consents to the knowledge terms of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect this Agreement; (ii) reaffirms its obligations under its Guaranty and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the under all other Loan Documents to which it is a party; ; (xiii) reaffirms the Administrative Agent shall have received waivers of each and every one of the results defenses to such obligations as set forth in such Guaranty and each such other Loan Document; and (iv) reaffirms that its obligations under such Guaranty and each such other Loan Document are separate and distinct from the obligations of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower any other party under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paidLoan Documents. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Amendment is subject to the provisions of Section 14.11 of the 2005 Credit Agreement. Section 1 of this Agreement shall become effective ifas of the date first above written (the “Amendment Effective Date”) when and only when, on or before September 18January 9, 20182009, all of the following conditions precedent Administrative Agent shall have been metreceived: (a) The Notice from the administrative agent under the 2004 Credit Agreement that all commitments thereunder have been terminated and that all amounts payable or accrued under such credit agreement have been paid in full. (b) A security agreement in substantially the form of Annex B hereto (the “Security Agreement”), duly executed by each Credit Party and each Subsidiary listed on Schedule I hereto (collectively with the Credit Parties, the “Granting Parties”), together with: (i) acknowledgment copies or stamped receipt copies of financing statements, duly filed on or before the Amendment Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent's receipt Agent may reasonably request in order to perfect and protect the liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (ii) the results of a search of the following, each of which shall be originals, "pdfs" Uniform Commercial Code (or telecopies (followed promptly by originalsequivalent) unless otherwise specified, each properly executed by a Responsible Officer, each dated filings made with respect to the Closing Date (or, Collateral Grantors in the case jurisdictions contemplated by clause (i) above and copies of certificates of governmental officials, a recent date before the Closing Datefinancing statements (or similar documents) and each disclosed by such search. (c) A Canadian security agreement in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable SubsidiaryXxxxx Apparel Group Canada, LP, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such with evidence of such filings and other actions required under the completion laws of all other actions, recordings and filings of or with respect to the Pledge Agreement applicable jurisdiction that the Administrative Agent may deem reasonably necessary or reasonably desirable request in order to perfect the Liens liens and security interests created thereby;thereunder. (ivd) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as A certificate from a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificateOfficer, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that all representations and certified warranties of the Borrower contained in the 2005 Credit Agreement are true, correct and complete in all material respects with the same effect as accurate by if made on and as of the chief financial officer Amendment Effective 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 Borrowersuch earlier date); that the Borrower is not in violation of any of the covenants contained in the 2005 Credit Agreement, that (A) as amended hereby; that, after giving effect to the financing hereunder transactions contemplated by this Amendment, no Default or Event of Default has occurred and is continuing; and that each of the conditions to the effectiveness of this Amendment has been satisfied or waived (assuming satisfaction of the Administrative Agent where not advised otherwise). (e) A certificate of the secretary, assistant secretary or general counsel of the Borrower, each Additional Obligor and each other Grantor (as defined in the Security Agreement) certifying as to the incumbency and genuineness of the signature of each officer of such Person executing this Amendment or each other Loan Document to which it is a party and certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing, in the case of the Borrower, the borrowings contemplated under the 2005 Credit Agreement, as amended hereby, and in the case of each such Person, the execution, delivery and performance of this Amendment or the Loan Documents to which it is to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII;a party. (vif) certificates as Favorable opinions of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject Xxx X. Xxxxxx, General Counsel to the Pledge Agreement under the laws of its jurisdiction of incorporationBorrower, organization or formation (or equivalent)Cravath, as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin Swaine & Xxxxx LLP, special counsel to the Borrower, Xxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP, Pennsylvania counsel to the Borrower, and Drinker Xxxxxx & Xxxxx LLP, New Jersey counsel to the Borrower, Xxxxxxx Xxxxx & Xxxxxxxxx, Canadian counsel to the Borrower, and such other opinions as may be agreed, addressed to the Administrative Agent and each Lenderthe Lenders with respect to the Borrower, as to customary matters concerning the Borrower and the Loan Documents and such other matters as the Required Lenders may shall reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (cg) Unless waived by the Administrative Agent, the The Borrower shall have paid all reasonable accrued fees and documented out-of-pocket fees, charges expenses of the Joint Lead Arrangers and disbursements of one primary counsel to Joint Bookrunners and the Administrative Agent (directly to such including the accrued fees and expenses of counsel if requested by the Administrative Agent) to the extent invoiced one (1Joint Lead Arrangers and Joint Bookrunners) Business Day prior and the amendment fees payable to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)Lenders for which invoices have been received. (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This The effectiveness of this Amendment and the amendment of the Existing Credit Agreement shall become effective if, on or before September 18, 2018, all set forth herein are subject to the satisfaction of the following conditions precedent have been met:(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) The Administrative Agent's ’s (or its counsel’s) receipt of copies of the following, each : (i) counterparts of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly this Amendment executed by a Responsible Officerthe Borrowers, each dated the Closing Date (Guarantors and all Revolving Credit Lenders under the Existing Credit Agreement; or, in as to any of the case of certificates of governmental officialsforegoing Lenders, a recent date before the Closing Date) and each in form and substance reasonably advice satisfactory to the Administrative Agent and each of the Lenders: (i) that such Xxxxxx has executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the BorrowerAmendment; (ii) certified copies of the resolutions of the boards of directors (or the equivalent thereof or a Revolving Credit Note senior officer thereof or such other evidence in lieu thereof reasonably acceptable to the Administrative Agent) of each of the Borrowers and each Guarantor approving the execution and delivery of the Amendment and each other applicable Loan Document to which it is, or is intended to be a Term Note for 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 requesting Lender executed by the Borrowerother Loan Document; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence a copy of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions charter or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity constitutive document of each Responsible Officer thereof authorized to act Loan Party and each amendment thereto, certified (as of a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance date reasonably satisfactory acceptable to the Administrative Agent, and certified as accurate ) by the chief financial officer Secretary of Borrower, that State (Aor other appropriate Governmental Authority) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws jurisdiction of its jurisdiction of incorporation, incorporation or organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced 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 electronically signed certificate of non-registration of a judicial decision or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) from the insolvency register (registre de l’insolvabilité) and issued by the Luxembourg Business Registers as administrator (gestionnaire) of the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) in Luxembourg (the “RCSL”) as at a date no earlier than one (1) Business Day prior to the Closing DateAmendment Effective Date and an up-to-date, plus true and complete electronically signed excerpt from the RCSL and issued by the Luxembourg Business Registers as administrator (gestionnaire) of the RCSL as at a date no earlier than one (1) Business Day prior to the Amendment Effective Date (or such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or other date reasonably 2 [Dana – Amendment No. 6] acceptable to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)., 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. 5 Effective Date, in lieu of the foregoing; (iv) 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 absence of any changes thereto; (B) the accuracy and completeness of the bylaws (or other applicable organizational document or the equivalent thereof in the applicable jurisdiction) of such Loan Party 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); (C) the absence of any proceeding known to be pending for the dissolution, liquidation or other termination of the existence of such Loan Party (and, in the case of a Luxembourg Loan Party, that 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 Effective Date; (E) the absence of any event occurring and continuing that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2022; (v) 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; (vi) 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 to the transactions contemplated hereby), from its Chief Financial Officer or other financial officer; and (vii) favorable opinions of (A) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx, LLP, counsel to the Loan Parties, (B) Xxxxxxxx, Loop & Xxxxxxxx, LLP, Michigan and Ohio counsel to the Loan Parties, (C) Dentons Luxembourg, counsel to the Luxembourg Loan Parties, and (D) a Responsible Officer of Dana, in each 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) The Revolving Credit Lenders shall have received at least two (2) days prior to the Amendment Effective Date, all documentation and other 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) Since December 31, 2022, there shall not have occurred a Material Adverse Effect; and (d) The Borrower Dana shall have delivered paid all costs, fees and expenses (including, without limitation, legal fees and expenses in full in cash to the Administrative Agent, extent due and any Lender requesting the same, a Beneficial Ownership Certification, in each case payable for which Dana has received an invoice at least five one (51) Business Days day prior to the Closing Amendment Effective Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or ) and other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior compensation payable to the proposed Closing Date specifying its objection theretoAgents or the Lender Parties.

Conditions of Effectiveness. This Agreement Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, on or before September 18, 2018, all each of the following conditions precedent shall have been met:satisfied (or waived by the Required Lenders): (a) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent's receipt , counterparts of this Amendment executed by each of the followingLoan Parties, the Lenders collectively comprising at least the Required Lenders (in their capacities as Lenders and, if applicable, as Swap Counterparties) and the Administrative Agent. (b) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, a Joinder Agreement to the Subsidiary Guaranty executed by each Loan Party identified as a New Guarantor on Schedule 1 attached hereto. (c) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, counterparts of the Intercreditor Agreement executed by each of the parties party thereto. (d) The Borrower and certain of its Subsidiaries shall have (i) executed and delivered the Pledge Agreement, (ii) made all filings necessary or desirable in order to perfect and protect the first priority liens and security interests created in the Collateral (as defined in the Pledge Agreement) and (iii) delivered to the Collateral Agent certificated securities of each applicable Issuer (as defined in the Pledge Agreement), if any, together with any applicable share powers delivered in blank. (e) The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, an amendment to each of the KeyBank Credit Agreements, the Xxxxx Fargo Credit Agreement and the JPM Credit Agreement, it being understood that, in each case, any such amendment that is in substantially the same form as this Amendment or otherwise substantially consistent with the summary of amendment terms previously approved by the Administrative Agent shall be deemed satisfactory. (f) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of Xxxxxx & Xxxxxxx LLP, counsel for the Borrower and the other Loan Parties and Xxxxxxx LLP, special Maryland counsel to the Company, in each case, in form and substance reasonably acceptable to the Administrative Agent and covering such other matters relating to the Loan Parties and this Amendment as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (g) The Administrative Agent shall have received the following items from the Borrower: (i) Certificates of good standing for each Loan Party from the states of organization of such Loan Party, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Amendment Effective Date; (ii) Copies of the formation documents of each Loan Party certified by an officer of such Loan Party, together with all amendments thereto; (iii) Incumbency certificates, executed by officers of each Loan Party, which shall be originals, "pdfs" or telecopies identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents on behalf of such Loan Party (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each dated and to make borrowings and request other extensions of credit hereunder on behalf of the Closing Date (orBorrower, in the case of certificates of governmental officialsthe Borrower), a recent date before the Closing Date) and each in form and substance reasonably satisfactory to upon which certificate the Administrative Agent and each the Lenders shall be entitled to rely until informed of the Lenders: (i) executed counterparts of this Agreement, sufficient any change in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed writing by the Borrower; (iiiiv) Copies, certified by a pledge agreementSecretary or an Assistant Secretary of each Loan Party of the resolutions (and resolutions of other bodies, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed if any are reasonably deemed necessary by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in counsel for the Administrative Agent's possession) authorizing the transactions contemplated by this Amendment, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) be executed and delivered by the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)Loan Parties; and (xiv) substantially concurrent payoff in full UCC financing statement, judgment, and tax lien searches with respect to each Loan Party from its state of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;organization. (bi) All The fees required to be paid to provided for in Section 5, (ii) any fees separately agreed by the Administrative Agent on or before and the Closing Date shall have been paid Borrower, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agentiii) to the extent invoiced to the Borrower at least one (1) Business Day prior to the Closing Amendment Effective Date, plus such additional amounts all of such fees, charges the reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees and disbursements as shall constitute its reasonable estimate expenses of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling one firm of accounts between the Borrower and counsel for the Administrative Agent)) due and payable on the Amendment Effective Date shall have been paid in full. (di) The Borrower Administrative Agent and each Lender shall have delivered to received all documentation and other information about the Loan Parties as shall have been reasonably requested by the Administrative Agent, and any Agent or such Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting Amendment Effective Date that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the generality of Patriot Act to the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved extent requested by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender at least five (5) Business Days prior to the proposed Closing Date specifying its objection theretoAmendment Effective Date.

Conditions of Effectiveness. This Agreement Amendment shall become effective if, on or before September 18, 2018, all (the "Effective Date") as of the following conditions precedent have been metdate first above written when, and only when: (a) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received counterparts of this Amendment executed by the results of a Lien search (including a search Borrower and the Required Lenders or, as to judgmentsany of such Lenders, bankruptcyadvice satisfactory to the Administrative Agent that such Lender has executed this Amendment. (b) the Administrative Agent shall have additionally received all of the following documents, tax each such document (unless otherwise specified) dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and intellectual property matters in its discretion)sufficient copies for each Lender, in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly unless otherwise specified) and in sufficient copies for each Lender (i) 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 such counsel if requested sign this Amendment and the other documents to be delivered hereunder and thereunder; and (ii) A certificate signed by a duly authorized officer of the Administrative Agent) to the extent invoiced one Borrower stating that: (1) Business Day prior The representations and warranties contained in the Loan Documents and in Section 3 hereof are correct on and as of the date of such certificate as though made on and as of such date, except where such representation and warranty is expressly made as of a specific earlier date, in which case such representation and warranty shall be true as of such earlier date; and (2) No event has occurred and is continuing that constitutes a Default or Event of Default as of the Effective Date after giving effect to this Amendment. (iii) All of the accrued fees and expenses of the Administrative Agent and the Lenders (including the accrued fees and expenses of counsel for the Administrative Agent and the Lenders in connection with this Amendment and for other work since the Closing Date) shall have been paid in full, plus such additional amounts of such feesincluding without limitation, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred payment by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, for the pro rata benefit of the Lenders that execute this Amendment by no later than 12:00 p.m. (New York City time) on April 23, 2003, an amendment fee equal to 0.05% of the sum of (x) the outstanding principal balance of the Tranche B Term Loans and any Lender requesting (y) the same, a Beneficial Ownership Certificationaggregate amount of the Revolving Credit Commitments and the L/C Commitments of such Lenders under the Credit Agreement, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality without duplication, as of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretodate hereof.

Conditions of Effectiveness. This The effectiveness of this Agreement shall become effective if, and the obligation of the L/C Issuer and each Lender to make the initial Credit Extensions hereunder on or before September 18, 2018, all the Closing Date are subject to satisfaction of the following conditions precedent have been metprecedent: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" or e-mail (in a .pdf format) or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible OfficerOfficer or a duly authorized 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guaranty Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender duly executed by the BorrowerBorrower in favor of each Lender requesting a Note; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiaryeach Loan Party that is a party thereto, together with: (A) to certificates or instruments representing the extent not already Certificated Securities (as defined in the Administrative Agent's possession, certificates representing the pledged equity referred to therein Pledge Agreement) accompanied by undated stock all endorsements and/or powers executed in blank; andrequired by the Pledge Agreement, (B) such evidence of that all proper financing statements have been or contemporaneously therewith will be duly filed under the completion Uniform Commercial Code of all other actions, recordings and filings of or with respect to the Pledge Agreement jurisdictions that the Administrative Agent reasonably may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyunder the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) completed requests for information listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, and (D) evidence that all other actions, recordings and filings that the Administrative Agent reasonably may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement have been taken (including receipt of duly executed payoff letters and UCC-3 terminations, if any); (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (v) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificatemay reasonably require to evidence that each Loan Party is duly organized or formed, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIexpected to have a Material Adverse Effect; (vi) certificates as favorable opinions of a recent date of the good standing of Borrower Xxxxxxxx Chance US LLP and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin Xxxx Xxxxx LLP, counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to customary such matters concerning the Borrower Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement Amendment is subject to the provisions of Section 8.01 of the Credit Agreement. This Amendment shall become effective if, on or before September 18, 2018, as of the date of the origination of the HEI Default when the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and all of the following conditions precedent have been met: (a) The Administrative Agent's receipt Lenders or, as to any of the followingLenders, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and each Sections 1, 2 and 3 hereof shall become effective as of such date when, and only when, on or before June 1, 1998 the Administrative Agent shall have additionally received all of the Lenders: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 (unless otherwise specified): (a) Certified copies of (i) the resolutions of the Board of Directors of (A) the Borrower approving this Amendment and the matters contemplated hereby and thereby and (B) the Guarantor evidencing approval of the Guaranty and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Guaranty and the matters contemplated hereby and thereby. (b) A certificate of the Secretary or an Assistant Secretary of the Borrower and the Representative Director or a duly authorized officer of the Guarantor certifying the names and true signatures of the officers of the Borrower and the Guarantor authorized to sign this Amendment and the Guaranty, respectively, and the other documents to be delivered hereunder and thereunder. (c) Counterparts of the Guaranty in the form attached as Exhibit A hereto, executed counterparts by the Guarantor. (d) Favorable opinions of this AgreementBae, sufficient in number Xxx & Xee, xxunsel for distribution the Guarantor, or other Korean counsel to the Guarantor acceptable to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by Corporate Counsel of the Borrower; (iii) a pledge agreementGuarantor, in substantially the form of Exhibit E (together with each Exhibits B and C hereto and as to such other pledge agreement supplement delivered in connection therewith, in each case matters as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as Lender through the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party;request, (ve) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a A certificate signed by a Responsible Officer duly authorized officer of the Borrower certifying stating that: (Ai) that the conditions specified The representations and warranties contained in Sections 4.02(a) Section 5 below are correct on and (b) have been satisfied, (B) that there has been no event or circumstance since as of the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge such certificate as though made on and as of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)such date; and (xiii) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder After giving effect to this Amendment, no event has occurred and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paidis continuing that constitutes a Default. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness. This Agreement shall become effective ifas of May 24, on or 2002, when, and only when, before September 183:00 p.m. May 24, 20182002, all of (x) the following conditions precedent Existing Credit Agreement shall have been met: terminated and all indebtedness and other monetary obligations thereunder shall have been repaid in full by the borrowers thereunder and (ay) The Administrative Agent's receipt of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: shall have received (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Revolving Credit Note and a Term Note for each requesting Lender Agreement executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably 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 the Borrower is a party or is to be a party; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning (ii) counterparts of the Borrower Guarantee executed by the Guarantor and the Loan Documents Administrative Agent and (iii) all of the following documents, each document (unless otherwise indicated) being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents except as otherwise approved by the Required Lenders may reasonably request;Administrative Agent), in form and substance satisfactory to the Administrative Agent: (ixa) a certificate signed by a Responsible Officer Certified copies of the resolutions of the Board of Directors of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event approving or circumstance since the date authorizing approval of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower of this Agreement and the validity against the Borrower of the Loan Documents all documents evidencing other necessary corporate action and governmental and regulatory approvals, if any, with respect to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;. (b) All fees required 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 Agreement and the other documents to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paiddelivered hereunder. (c) Unless waived by a certificate or certificates of an appropriate officer of the Administrative Agentjurisdiction of organization of the Borrower, dated as of a date reasonably near the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Effective Date, plus such additional amounts attaching the certificate of such fees, charges and disbursements as shall constitute its reasonable estimate incorporation or other constitutive documents of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and each amendment thereto on file in his office and certifying that (i) such certificate of incorporation or other constitutive documents are true and complete copies thereof, (ii) such amendments (if any) are the Administrative Agent).only amendments to such certificate of incorporation or other constitutive documents on file in his office, (iii) the Borrower has paid all franchise taxes to the date of such certificate and (iv) the Borrower is duly incorporated and in good standing under the laws of such jurisdiction; and (d) The A favorable opinion of each of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, a General Counsel or Deputy General Counsel of the Borrower shall have delivered to or the Administrative AgentCredit Suisse First Boston business unit, and Xxxxxxxx Kraft & Xxxx, counsel for the Guarantor, substantially in the form of Exhibit X-0, X-0, and D-3, respectively, and as to such other matters as any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless and any Swing Line Bank through the Administrative Agent shall have received notice from such Lender prior may reasonably request. (e) (i) Certified copies of the resolutions of the Board of Directors of the Guarantor approving or authorizing approval of the execution, delivery and performance of the Guarantee and of all documents evidencing other necessary corporate action and governmental and regulatory approvals, if any, with respect to the proposed Closing Date specifying its objection theretoGuarantee.

Conditions of Effectiveness. This Agreement shall become effective if, on or before September 18, 2018, all The effectiveness of the Commitments hereunder is subject to satisfaction of the following conditions precedent have been meton the Effective Date: (a) The Receipt by the Administrative Agent's receipt Agent of the following, each : (1) executed counterparts of which shall be originals, "pdfs" or telecopies (followed promptly this Agreement and any Note requested by originals) unless otherwise specifieda Lender prior to the Effective Date, each properly executed by a Responsible Officer, each dated Officer of the Closing Date (orsigning Loan Party and, in the case of certificates this Agreement, by each Lender (which, subject to ‎Section 11.10(b), may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of governmental officials, an actual executed signature page); (2) copies of the Organizational Documents of each Loan Party certified to be true and complete as of a recent date before by the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each appropriate Governmental Authority of the Lenders: (i) executed counterparts state or other jurisdiction of this Agreementits incorporation or organization, sufficient in number for distribution to where applicable, and certified by a secretary or assistant secretary of such Loan Party, as reasonably requested by the Administrative Agent, each Lender to be true and correct as of the BorrowerEffective Date; (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv3) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Loan Party as the Administrative Agent may reasonably 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 the Borrower such Loan Party is a party or is to be a party; (v4) Borrower shall have delivered to such documents and certifications as the Administrative Agent a certificate, in form and substance may reasonably satisfactory require to the Administrative Agentevidence that each Loan Party is duly organized or formed, and certified as accurate by that the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower Company and each Subsidiary thereof Guarantor is each Solventvalidly existing, in good standing (to the extent relevant in the applicable jurisdiction) and (B) attached thereto are calculations evidencing compliance as qualified to engage in business in its jurisdiction of June 30, 2018 with the covenants contained in Article VIIIformation; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii5) a favorable opinion of Sidley Austin Lxxxxx & Wxxxxxx LLP, special counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as Lender party to customary matters concerning this Agreement on the Borrower and the Loan Documents as the Required Lenders may reasonably requestEffective Date; (ix6) a certificate signed by a Responsible Officer of the Borrower Company certifying (A) that the conditions specified in Sections 4.02(a5.02(a) and (b) have been satisfied, ; and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected toto have, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All Any fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Effective Date shall have been paid. (c) Unless waived by the Administrative Agent, the Borrower Company shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to or on the Closing Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Borrower Administrative Agent shall have delivered received, (i) at least five days prior to the Administrative AgentEffective Date, all documentation and other information regarding the 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 of the Borrower at least 10 days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender requesting that has requested, in a written notice to the sameBorrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification, Certification in each case at least five (5) Business Days prior relation to the Closing Date. Without limiting Borrower shall have received such Beneficial Ownership Certification (provided that, upon the generality execution and delivery by such Lender of its signature page to this Agreement, the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified condition set forth in this Section 4.01, each Lender that has signed this Agreement clause (ii) shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretosatisfied).

Conditions of Effectiveness. This Agreement Amendment shall become effective ifas of the first date (such date being referred to as the “Amendment No. 7 Effective Date”, on or before September 18which date is November 30, 2018, all 2016) when each of the following conditions precedent shall have been metsatisfied: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by (i) the Borrower, (ii) Holdings, (iii) the MLP, (iv) Consenting Lenders constituting the Required Lenders and (v) the Administrative Agent's receipt . (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion from Xxxxxx & Xxxxxxx LLP, special New York counsel to the Credit Parties, dated as of the following, Amendment No. 7 Effective Date and addressed to the Administrative Agent and each of which shall be originalsthe Lenders, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent and each of the Lenders: shall have received (i) executed counterparts certificates of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; good standing (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in such concept exists) from the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence applicable secretary of state of the completion state of all other actionsorganization of each Credit Party, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which the Borrower is a party or is to be a party; (vii) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to dated as of the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Amendment No. 7 Effective Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer of the Borrower certifying (A) that Borrower, confirming satisfaction of the conditions specified set forth in Sections 4.02(a3(d) and (bf) have been satisfied, of this Amendment. (Bd) that there has been no event or circumstance since the date The representations and warranties of the Audited Financial Statements that has had Borrower and each other Credit Party contained in Section 8 of the Credit Agreement (as amended hereby) or could any other Credit Document shall be reasonably expected totrue and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 7 Effective Date, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, except to the knowledge extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and such earlier date. (De) that no consents, licenses or approvals are required in connection with the consummation Payment by the Borrower of the transaction contemplated hereby all reasonable fees and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents expenses due to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent, including, to the Borrower shall have paid extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket feesexpenses (including the legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (df) The Borrower shall have delivered After giving effect to this Amendment, no Default or Event of Default exists, or would result from the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality effectiveness of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoAmendment.

Conditions of Effectiveness. This Agreement Amendment shall become effective ifas of the Amendment Effective Date when, on or before September 18and only when, 2018, all of the following conditions precedent have been metsatisfied: (a) The Administrative Agent's ’s receipt of the following, each of which shall be originals, "pdfs" originals or telecopies (followed promptly by originals) electronic copies unless otherwise specified, each properly executed by a Responsible Officerduly authorized officer of the signing Loan Party, each dated the Closing Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the LendersAgent: (i) executed counterparts of this AgreementAmendment executed by the Original Required Lenders, sufficient in number for distribution to the Administrative AgentNew Lenders, each Lender the Borrower and the BorrowerAgent; (ii) certified copies of the resolutions of the board of directors or equivalent governing body of each Loan Party approving this Amendment to which it is or is to be a Revolving Credit Note party and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Amendment and each Loan Document to which it is a Term Note for each requesting Lender executed by the Borrowerparty; (iii) a pledge agreementcopy of the certificate of the Secretary of State of the jurisdiction of incorporation or formation, in substantially as the form case may be, of Exhibit E (together with each other pledge agreement supplement delivered in connection therewithLoan Party, in each case as amendeddated reasonably near the Amendment Effective Date, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: certifying (A) as to a true and correct copy of the extent not already charter, article of formation, or such other constitutive document on file in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and such Secretary’s office and (B) that (1) such evidence amendments are the only amendments to such Loan Party’s constitutive documents on file in such Secretary’s office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (3) such Loan Party is duly incorporated or formed and in good standing or presently subsisting under the laws of the completion State of all other actions, recordings and filings the jurisdiction of incorporation or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created therebyformation; (iv) a certificate of each Loan Party signed on behalf of such certificates of resolutions Loan Party by its President or other actiona Vice President and its Secretary, incumbency certificates and/or other certificates of Responsible Officers any Assistant Secretary or a duly authorized person, dated the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Borrower Amendment Effective Date), certifying as to (A) the Administrative Agent may reasonably require evidencing absence of any amendments to the identitycharter or applicable constitutive documents of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 4(a)(iii) above, authority (B) a true and capacity correct copy of the bylaws, limited liability company agreement, or partnership agreement of such Loan Party as in effect on the date on which the resolutions referred to in Section 4(a)(iii) above were adopted and on the Amendment Effective Date and (C) the due incorporation or formation and good standing or valid existence of such Loan Party as a corporation, limited liability company or partnership organized or formed under the laws of the jurisdiction of its incorporation or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party; (v) a certificate of the Secretary, an Assistant Secretary or a duly authorized person of each Responsible Officer thereof Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the other sign each Loan Documents Document to which the Borrower it is a party or is to be a party; (v) Borrower shall have party and the other documents to be delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIIIthereunder; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ix) a certificate signed by a Responsible Officer Officer, or a duly authorized person, of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) of the Amended and Restated Credit Agreement have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect and (D) that no consents, licenses or approvals are required in connection with the consummation by the Borrower of the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (xvii) the Administrative executed opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, special New York counsel to the Loan Parties, addressed to the Agent shall have received the results of a Lien search (including a search and each Lender, substantially as to judgmentsthe matters set forth, bankruptcy, tax and intellectual property matters in its discretion)mutatis mutandis, in form and substance reasonably satisfactory thereto, made against Exhibit H to the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Original Credit Agreement); and (xi) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder;. (b) All fees The New Lenders shall have received, to the extent requested, on or before the date which is five (5) Business Days prior to the Amendment Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the PATRIOT Act. (c) (x) Any fees, costs and expenses required to be paid to the Administrative Agent on or before the Closing Amendment Effective Date shall to the Agent or any Arranger (i) pursuant to any fee or engagement letters or (ii) otherwise for which invoices have been paid and all fees required to be paid received at least one Business Day prior to the Lenders on or before Amendment Effective Date and (y) an amendment fee to each Original Lender that has executed this Amendment Agreement by the Closing Amendment Effective Date in an aggregate amount equal to 0.25% of such Original Lender’s Commitment immediately prior to the Amendment Effective Date, in each case shall have been paid. (cd) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least one (1) Business Day prior to the Closing Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing and customary post-closing proceedings included in such invoices (provided provided, that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (de) The Borrower conversions, payments and repayments specified in Section 6 below shall have delivered to the Administrative Agentbeen completed and made, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoas applicable.

Conditions of Effectiveness. This The amendments to the Credit Agreement set forth in Section 2 of this Amendment shall become be effective ifon the Amendment Effective Date, on or before September 18, 2018, all of provided that the following conditions precedent Administrative Agent shall have been metreceived the following: (a) The Administrative Agent's receipt a counterpart of the following, each of which shall be originals, "pdfs" or telecopies (followed promptly by originals) unless otherwise specified, each properly this Amendment executed by a Responsible Officer, 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 reasonably satisfactory to the Administrative Agent and each of the Lenders: parties hereto (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrowerwhich may be by telecopy transmission); (ii) a Revolving Credit Note and a Term Note for each requesting Lender executed by the Borrower; (iii) a pledge agreement, in substantially the form of Exhibit E (together with each other pledge agreement supplement delivered in connection therewith, in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and any applicable Subsidiary, together with: (A) to the extent not already in the Administrative Agent's possession, certificates representing the pledged equity referred to therein accompanied by undated stock powers executed in blank; and (B) such evidence of the completion of all other actions, recordings and filings of or with respect to the Pledge Agreement that the Administrative Agent may deem reasonably necessary or reasonably desirable in order to perfect the Liens created thereby; (ivb) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officers of the Borrower Officer as the Administrative Agent may reasonably require evidencing to establish the identity, identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and Amendment; (c) a certificate from the other Loan Documents to which appropriate governmental authority in the Borrower’s state of organization evidencing that the Borrower is in good standing, and a party certificate of a Responsible Officer certifying that no amendments have been made to the Borrower’s Organization Documents since January 24, 2003, or is to be if such amendments have been made, certifying a partycopy of such amendments; (v) Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of Borrower, that (A) after giving effect to the financing hereunder and each Loan to be advanced on the Closing Date, Borrower and each Subsidiary thereof is each Solvent, and (B) attached thereto are calculations evidencing compliance as of June 30, 2018 with the covenants contained in Article VIII; (vi) certificates as of a recent date of the good standing of Borrower and each Subsidiary whose equity securities are subject to the Pledge Agreement under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (vii) written notice by Borrower designating a deposit account acceptable to Administrative Agent into which the proceeds of Loans are to be disbursed; (viii) a favorable opinion of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters concerning the Borrower and the Loan Documents as the Required Lenders may reasonably request; (ixd) a certificate signed by of a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that financial statements dated as of December 31, 2004 delivered pursuant to Section 6.01(a) of the Credit Agreement which has had or could be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect, (C) that there is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in writing in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect Effect; (e) an opinion of counsel to the Borrower with respect to the Credit Agreement as amended, substantially in the form attached as Exhibit E to the Credit Agreement; (f) all arrangement and (D) that no consents, licenses or approvals are upfront fees and expenses of the Arranger required in connection with the consummation to be paid by the Borrower of concurrently with the transaction contemplated hereby and the execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Documents to which it is a party; (x) the Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy, tax and intellectual property matters in its discretion), in form and substance reasonably satisfactory thereto, made against the Borrower under the Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of the Borrower, indicating among other things that the assets of each the Borrower are not subject to any Liens (except for Liens permitted under this Agreement)Amendment Effective Date; and (xig) substantially concurrent payoff in full of all outstanding obligations under the Existing Credit Agreement with the proceeds of the initial Loans funded hereunder and the termination of all commitments thereunder; (b) All fees required to be paid to the Administrative Agent on such other assurances, certificates, documents, consents or before the Closing Date shall have been paid and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. (c) Unless waived by opinions as the Administrative Agent, the Borrower shall have paid all reasonable L/C Issuer, or the Required Lenders reasonably may require and documented out-of-pocket fees, charges and disbursements of one primary counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced one (1) Business Day prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)timely request. (d) The Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification, in each case at least five (5) Business Days prior to the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to 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 a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.