Common use of Conditions to Effectiveness of Agreement Clause in Contracts

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the date on which such conditions are satisfied, the “Restatement Date”): (a) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by (i) the Borrower, (ii) each other Loan Party, (iii) each Existing Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All of the conditions precedent set forth in Article IV of the Restated Credit Agreement shall have been satisfied or waived. (c) The Borrower shall have paid all amounts due and payable as of the Restatement Date to the Administrative Agent and the Collateral Agent pursuant to the Loan Documents. (d) Each of the representations and warranties made by any Loan Party in or pursuant to the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (e) No Default or Event of Default shall have occurred and be continuing on the Restatement Date.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are is subject to the satisfaction of each of the following conditions (the date on which such conditions are shall have been so satisfied, the “Restatement Incremental Commitment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by (i) a duly authorized officer of Holdings, the Borrower, (ii) each other Loan Party, (iii) each Existing the Administrative Agent and the Incremental Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All of Each Loan Party shall reaffirm by executing the conditions precedent set forth Guarantee and Collateral Acknowledgement substantially in Article IV of the Restated Credit Agreement form attached hereto as Annex I that the Increased Revolving Commitment shall have been satisfied or waivedbe secured equally and ratably with the existing Loans by the Collateral. (c) The Borrower shall have paid delivered all amounts documentation and information as is reasonably requested in writing by the Incremental Lender at least three days prior to the Incremental Commitment Effective Date required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (d) All accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) and other compensation due and payable as of the Restatement Date to the Administrative Agent and the Collateral Agent pursuant Incremental Lender on or prior to the Loan DocumentsIncremental Commitment Effective Date shall have been paid. (de) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Incremental Commitment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization. (f) The Administrative Agent shall have received an executed legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrower and its subsidiaries, substantially in the form of Exhibit E to the Credit Agreement, addressed to the Administrative Agent and the Incremental Lender as of the Incremental Commitment Effective Date. (g) The Administrative Agent shall have received a solvency certificate in form and substance reasonably satisfactory to them from a Responsible Officer of the Borrower that shall document the solvency of the Borrower and its Subsidiaries after giving effect to the Increased Revolving Commitment. (h) No Default or Event of Default shall have occurred and be continuing or would result from the Increased Revolving Commitment requested to be made or from the application of the proceeds therefrom. (i) Each of the representations and warranties made by any Loan Party set forth in or pursuant to Section 4 of the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit amended by this Agreement) shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of the Restatement Incremental Commitment Effective Date as if made on and as of such date date, except to the extent that such representations and warranties expressly refer relate solely to an a specific earlier date (in which case such representations and warranties shall be are true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ej) No Default or Event of Default The Administrative Agent shall have occurred received a certificate from a Responsible Officer of the Borrower documenting the Borrower’s compliance with the conditions set forth in clauses (h) and be continuing on the Restatement Date(i) above of this Section 4.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are is subject to the satisfaction of each of the following conditions (the date on which such conditions are shall have been so satisfied, the “Restatement Incremental Commitment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by (i) a duly authorized officer of Holdings, the Borrower, (ii) each other Loan Party, (iii) each Existing the Administrative Agent and the Incremental Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All of Each Loan Party shall reaffirm by executing the conditions precedent set forth Guarantee and Collateral Acknowledgement substantially in Article IV of the Restated Credit Agreement form attached hereto as Annex I that the Increased Revolving Commitment shall have been satisfied or waivedbe secured equally and ratably with the existing Loans by the Collateral. (c) The Borrower shall have paid delivered all amounts documentation and information as is reasonably requested in writing by the Incremental Lender at least three days prior to the Incremental Commitment Effective Date required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (d) All accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) and other compensation due and payable as of the Restatement Date to the Administrative Agent and the Collateral Agent pursuant Incremental Lender on or prior to the Loan DocumentsIncremental Commitment Effective Date shall have been paid. (de) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Incremental Commitment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization. (f) The Administrative Agent shall have received an executed legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrower and its subsidiaries, substantially in the form of Exhibit E to the Credit Agreement, addressed to the Administrative Agent and the Incremental Lender as of the Incremental Commitment Effective Date. (g) The Administrative Agent shall have received a solvency certificate in form and substance reasonably satisfactory to it from a Responsible Officer of the Borrower that shall document the solvency of the Borrower and its Subsidiaries after giving effect to the Increased Revolving Commitment. (h) No Default or Event of Default shall have occurred and be continuing or would result from the Increased Revolving Commitment requested to be made or from the application of the proceeds therefrom. (i) Each of the representations and warranties made by any Loan Party set forth in or pursuant to Section 4 of the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit amended by this Agreement) shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of the Restatement Incremental Commitment Effective Date as if made on and as of such date date, except to the extent that such representations and warranties expressly refer relate solely to an a specific earlier date (in which case such representations and warranties shall be are true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ej) No Default or Event of Default The Administrative Agent shall have occurred received a certificate from a Responsible Officer of the Borrower documenting the Borrower’s compliance with the conditions set forth in clauses (h) and be continuing on the Restatement Date(i) above of this Section 4.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are is subject to the satisfaction of each of the following conditions (the date on which such conditions are shall have been so satisfied, the “Restatement Term Loan Increase Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by (i) a duly authorized officer of Holdings, the Borrower, (ii) each other Loan Party, (iii) each Existing the Administrative Agent and the Incremental Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All of Each Loan Party shall reaffirm by executing the conditions precedent set forth Guarantee and Collateral Acknowledgement substantially in Article IV of the Restated Credit Agreement form attached hereto as Annex I that the New Tranche B Term Loan made pursuant to the Term Loan Increase shall have been satisfied or waivedbe secured equally and ratably with the existing Loans by the Collateral. (c) The Borrower shall have paid all amounts All accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) due and payable to the Administrative Agent in connection with this Agreement on or prior to the Term Loan Increase Effective Date shall have been paid. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Agreement and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated hereby (including, without limitation, certified resolutions from the board of directors, members or other similar body of each Loan Party authorizing the execution, delivery and performance of this Agreement), all in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received the legal opinion of (i) Ropes & Xxxx LLP, counsel to the Loan Parties, (ii) the General Counsel of the Restatement Date Borrower and (iii) each special and local counsel as may be reasonably requested by the Administrative Agent. Each such legal opinion shall cover such customary matters incidental to this Agreement as the Administrative Agent may request and shall be addressed to the Administrative Agent and the Collateral Agent pursuant to the Loan Documents. (d) Each of the representations and warranties made by any Loan Party in or pursuant to the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and Lenders as of the Restatement Date as if made Term Loan Increase Effective Date. It is understood and agreed that the opinions delivered in connection with the second amendment executed on and as of such even date except herewith shall be sufficient to satisfy the conditions set forth in this clause (e) to the extent such representations opinions cover the matters set forth in this clause (e). (f) The Administrative Agent shall have received a certificate, dated the Term Loan Increase Effective Date and warranties expressly refer signed by the president or a vice president of the Borrower or a Financial Officer, in form and substance reasonably satisfactory to an earlier date the Administrative Agent, together with such other evidence reasonably requested by the Lenders, confirming that (i) the Borrower will be in which case compliance on a Pro Forma Basis with the Financial Performance Covenant (such representations covenant to be applied even if no Revolving Loan or Swingline Loan and warranties shall be true and correct in all material respects as less than $7.5 million of such earlier date); provided that any representation or warranty that LC Exposure is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (outstanding) after giving effect to any qualification thereinthe transactions contemplated hereby and (ii) in all respects on such respective dates. (e) No at the time of and immediately after giving effect to this Agreement, no Default or Event of Default shall have occurred and be continuing on continuing (g) The conditions set forth in Section 4.02 of the Restatement Credit Agreement shall be satisfied as of the Term Loan Increase Effective Date.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur or have been waived in accordance with Section 9.01 of the Existing Credit Agreement (the “Restatement Second Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart duly executed counterparts of this Agreement, executed and delivered by Agreement from (iA) the Borrower, (iiB) Lenders constituting the Required Lenders, (C) each other Loan Party, (iii) each Existing New Revolving Credit Lender, (ivD) each New Term Advance Lender, (vE) the L/C IssuerNew Tranche B Incremental Lender, (viF) each Issuing Bank and (G) the Swing Line Lender and (vii) the Required Secured PartiesAdministrative Agent. (b) All The Administrative Agent shall have received a certificate of the conditions precedent Secretary of the Borrower dated the Second Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of the Borrower as in effect on the Second Amendment Effective Date and, if earlier, at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of the Borrower authorizing the execution, delivery and performance of this Agreement and the other documents delivered in connection herewith to which the Borrower is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (c) below, (D) as to the matters set forth in Article IV clause (e) of this Section 3 and (E) as to the incumbency and specimen signature of each Responsible Officer executing any document delivered in connection herewith on behalf of the Restated Credit Agreement shall have been satisfied or waivedBorrower. (c) The Borrower Administrative Agent shall have paid received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amounts due and payable amendments thereto, of the Borrower as in effect on the Second Amendment Effective Date, certified as of a recent date by the Restatement Date Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the Administrative Agent and good standing of the Collateral Agent pursuant to the Loan DocumentsBorrower as of a recent date, from such Secretary of State (or comparable authority). (d) Each The Administrative Agent shall have received a favorable opinion of Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, counsel for the Borrower, dated as of the Second Amendment Effective Date, addressed to the Administrative Agent, the Collateral Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower hereby requests such counsel to deliver such opinion. (e) The representations and warranties made by any Loan Party in or pursuant to the Restated Credit this Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesrespects. (ef) No Default or Event of Default The Borrower shall have occurred paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Borrower on or prior to the Second Amendment Effective Date pursuant to this Agreement (including the Consent Fees) or as separately agreed by the Borrower and the Administrative Agent and (B) all invoiced expenses of the Administrative Agent, the Arrangers and the Co-Managers relating hereto (including those of counsel to the Administrative Agent, the Arrangers and the Co-Managers). (g) The Borrower shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to the aggregate payments required to be continuing on made by the Restatement Borrower to the assignors pursuant to Sections 2(a)(ii), 2(b)(ii) and 2(c)(ii) hereof. The New Revolving Credit Lenders, New Term Advance Lenders and the New Tranche B Incremental Lender shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to the aggregate payments required to be made by them to the applicable assignors pursuant to Sections 2(a)(ii), 2(b)(ii) and 2(c)(ii) hereof. (h) The Administrative Agent shall have received from the Borrower a notice of conversion with respect to the Existing Term Advances and the Existing Tranche B Incremental Loans, substantially in the forms attached as Exhibit A and Exhibit B to this Agreement. The Administrative Agent shall notify the Borrower, the Existing Revolving Credit Lenders, the Existing Term Advance Lenders, the Existing Tranche B Incremental Lenders, each New Revolving Credit Lender, each New Term Advance Lender and the New Tranche B Incremental Lender of the Second Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Second Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The effectiveness of This Agreement (other than Section 2 hereof, which shall become effective in accordance with Section 9 hereof) shall be effective on the date on which the Administrative Agent shall have signed this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), Agreement and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are subject to the satisfaction all of the following conditions precedent set forth below have been satisfied (the date on which such conditions are satisfied, the “Restatement "Effective Date”):"): Standstill Agreement and Fifth Amendment (a) the Administrative Agent shall have received each of the Standstill Documents, executed and delivered by an authorized officer of each of the Standstill Parties; (b) the Administrative Agent shall have received each of the Standstill Documents, executed and delivered by an authorized officer of each Lender directly affected hereby; (c) the Post-Petition Credit Agreement shall have been duly executed and delivered by the Company and each of the DIP Lenders; (d) entry of an interim order issued by the Bankruptcy Court in substantially the form of Exhibit A and otherwise in form and substance satisfactory to the Administrative Agent, in consultation with the Steering Committee; (e) delivery to the Administrative Agent of the security agreements that are required to be delivered on the Effective Date pursuant to Section 11 of this Agreement; (f) delivery to the Administrative Agent of a complete list of Liens on the Property or assets of each Foreign Subsidiary, known to a Responsible Officer of the Company, existing on the date of the Standstill Agreement; (g) satisfactory legal opinions with respect to the Standstill Agreement and any other documents executed in connection therewith including legal opinions that the additional security agreements do not conflict with the DM Notes; (h) payment of the Standstill Fee and all accrued fees and expenses of the Administrative Agent in connection with all matters relating to this Agreement and the Loan Documents, including, without limitation, the fees and expenses of counsel (including local counsel in foreign jurisdictions) and financial advisor to the Administrative Agent and the Steering Committee; (i) The Administrative Agent shall have received a counterpart certified copies of this Agreement, executed and delivered by (i) the Borrower, resolutions of the Board of Directors of (A) each of the Standstill Parties approving this Agreement and the matters contemplated hereby and thereby and (B) the Company and each of the Domestic Subsidiary Guarantors evidencing approval of the Consent and this Agreement and the matters contemplated hereby and thereby and (ii) each all documents evidencing other Loan Partynecessary corporate action and governmental approvals, (iii) each Existing Lenderif any, (iv) each New Lender, (v) with respect to this Agreement and the L/C Issuer, (vi) the Swing Line Lender matters contemplated hereby and (vii) the Required Secured Parties.thereby; and (bj) All The items set forth on Schedule B hereto relating to the reorganization of the conditions precedent set forth in Article IV Foreign Subsidiaries that the Foreign Subsidiaries are reasonably capable of completing prior to the Restated Credit Agreement Effective Date shall have been satisfied or waived. (c) The Borrower shall have paid all amounts due and payable as completed to the satisfaction of the Restatement Date to the Administrative Agent and the Collateral Agent pursuant to the Loan Documents. (d) Each of the representations and warranties made by any Loan Party in or pursuant to the Restated Credit Agent. Standstill Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (e) No Default or Event of Default shall have occurred and be continuing on the Restatement Date.Fifth Amendment

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur or have been waived in accordance with Section 9.01 of the Existing Credit Agreement (the “Restatement Third Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart duly executed counterparts of this Agreement, executed and delivered by Agreement from (iA) the Borrower, (iiB) each other Loan PartyHoldings, (iiiC) each Existing LenderLenders constituting the Required Lenders, (iv) each New Lender, (vD) the L/C Issuer, (vi) the Swing Line New B Term Loan Lender and (viiE) the Required Secured PartiesAgent. (b) All The Administrative Agent shall have received a certificate of the conditions precedent set forth in Article IV Secretary or Assistant Secretary of each of the Restated Credit Agreement shall Borrower and Holdings, in each case, dated the Third Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Person as in effect on the Third Amendment Effective Date and, if earlier, at all times since the date of the resolutions described in clause (B) below (or, where applicable, a certificate of the Secretary or Assistant Secretary of such Person certifying (1) that the applicable by-laws or comparable organizational document delivered on the First Amendment Effective Date or the Second Amendment Restatement Date, as applicable, were true and correct as of the First Amendment Effective Date or the Second Amendment Restatement Date, as applicable, and (2) as of the Third Amendment Effective Date, there have been satisfied no amendments or waivedmodifications to such documents since the First Amendment Effective Date or the Second Amendment Restatement Date, as applicable, and that such documents remain in full force and effect), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Person authorizing the execution, delivery and performance of this Agreement and the other documents delivered in connection herewith to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Person have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (c) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any document delivered in connection herewith on behalf of such Person. (c) The Borrower Administrative Agent shall have paid received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amounts due amendments thereto, of each of the Borrower and payable Holdings, in each case, as in effect on the Third Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and (y) a certificate as to the good standing of each of the Borrower and Holdings, in each case, as of a recent date, from the Secretary of State (or comparable entity) of the jurisdiction of its organization. (d) The Administrative Agent shall have received a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Borrower and Holdings, dated as of the Restatement Date Third Amendment Effective Date, addressed to the Administrative Agent, each Collateral Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent and covering the Collateral Agent pursuant Borrower and Holdings, and each of the Borrower and Holdings hereby requests such counsel to the Loan Documentsdeliver such opinions. (de) Each of the The representations and warranties made by any Loan Party or deemed to be made in or pursuant to the Restated Credit this Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesrespects. (f) The Administrative Agent shall have received a certificate from each of the Borrower and Holdings, in each case, dated the Third Amendment Effective Date and signed by a Responsible Officer of the Borrower or Holdings, as applicable, certifying to the matters set forth in clause (e) No Default or Event of Default this Section 3. (g) The Borrower shall have occurred paid all fees and other amounts due and payable on or prior to the Third Amendment Effective Date pursuant to this Agreement or as separately agreed by the Borrower and any of the Arrangers or Lenders and all invoiced expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers). (h) The Borrower shall have paid to the Administrative Agent in immediately available funds an aggregate amount equal to the aggregate payments required to be continuing on made by the Restatement Borrower to the assignors pursuant to Section 2(a)(ii) hereof. (i) The Administrative Agent shall have received a notice of continuation, substantially in the form attached as Exhibit A to this Agreement, from the Borrower with respect to the Existing B Term Loans. The Administrative Agent shall notify the Borrower, the Existing B Term Loan Lenders and the New B Term Loan Lender of the Third Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Person unless the Administrative Agent shall have received written notice from such Person prior to the Third Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are is subject to the satisfaction of each of the following conditions (the date on which such conditions are shall have been so satisfied, the “Restatement Incremental Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by (i) a duly authorized officer of the Borrower, Holdings, the Administrative Agent and the Incremental Lender. b) Each Loan Party shall reaffirm by executing the Acknowledgment and Confirmation substantially in the form attached hereto as Annex I that the Specified Incremental Tranche B-1 Term Loan made pursuant to the Incremental Term Loan shall be secured equally and ratably with the existing Loans by the Collateral. It is understood and agreed that the Acknowledgment and Confirmation delivered in connection with the First Amendment executed on even date herewith shall be sufficient to satisfy the conditions set forth in this clause (iib) to the extent such opinions cover the matters set forth in this clause (b). c) All accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) due and payable to the Administrative Agent in connection with this Agreement on or prior to the Incremental Effective Date shall have been paid. d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each other Loan Party, the authorization of this Agreement and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated hereby (iii) including, without limitation, certified resolutions from the board of directors, members or other similar body of each Existing LenderLoan Party authorizing the execution, (iv) each New Lenderdelivery and performance of this Agreement), (v) all in form and substance reasonably satisfactory to the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured PartiesAdministrative Agent. (be) All of the conditions precedent set forth in Article IV of the Restated Credit Agreement The Administrative Agent shall have been satisfied or waived. (c) The Borrower received the legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Loan Parties. Each such legal opinion shall have paid all amounts due cover such customary matters incidental to this Agreement as the Administrative Agent may request and payable as of the Restatement Date shall be addressed to the Administrative Agent and the Collateral Agent pursuant to the Loan Documents. (d) Each of the representations and warranties made by any Loan Party in or pursuant to the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and Lenders as of the Restatement Date as if made Incremental Effective Date. It is understood and agreed that the opinions delivered in connection with the First Amendment executed on and as of such even date except therewith shall be sufficient to satisfy the conditions set forth in this clause (e) to the extent such representations and warranties expressly refer to an earlier date opinions cover the matters set forth in this clause (e). f) The conditions set forth in which case such representations and warranties Section 4.02 of the Credit Agreement shall be true and correct in all material respects satisfied as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (e) No Default or Event of Default shall have occurred and be continuing on the Restatement Incremental Effective Date.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur or have been waived in accordance with Section 9.01 of the Existing Credit Agreement (the “Restatement Third Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart duly executed counterparts of this Agreement, executed and delivered by Agreement from (iA) the Borrower, (ii) each other Loan Party, (iii) each Existing Lender, (iv) each New Lender, (vB) the L/C IssuerContinuing Tranche B2 Lenders and the New Tranche B2 Lender required to be party hereto pursuant to Section 9.01(f) of the Existing Credit Agreement, and (viC) the Swing Line Lender and (vii) the Required Secured PartiesAdministrative Agent. (b) All The Administrative Agent shall have received a certificate of the conditions precedent set forth in Article IV Secretary of the Restated Credit Borrower dated the Third Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of the Borrower as in effect on the Third Amendment Effective Date and, if earlier, at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of the Borrower authorizing the execution, delivery and performance of this Agreement shall and the other documents delivered in connection herewith to which the Borrower is a party and that such resolutions have not been satisfied modified, rescinded or waivedamended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (c) below, and (D) as to the incumbency and specimen signature of each Responsible Officer executing any document delivered in connection herewith on behalf of the Borrower. (c) The Borrower Administrative Agent shall have paid received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amounts due and payable amendments thereto, of the Borrower as in effect on the Third Amendment Effective Date, certified as of a recent date by the Restatement Date Secretary of State (or comparable authority) of the jurisdiction of its organization and (y) a certificate as to the Administrative Agent and good standing of the Collateral Agent pursuant to the Loan DocumentsBorrower as of a recent date, from such Secretary of State (or comparable authority). (d) Each The Administrative Agent shall have received a favorable opinion of Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, counsel for the Borrower, dated as of the Third Amendment Effective Date, addressed to the Administrative Agent, the Collateral Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower hereby requests such counsel to deliver such opinion. (e) The representations and warranties made by any Loan Party in or pursuant to the Restated Credit this Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesrespects. (ef) No Default or Event of Default The Borrower shall have occurred paid to the Administrative Agent immediately available funds in an aggregate amount equal to (A) all fees and other amounts due and payable by the Borrower on or prior to the Third Amendment Effective Date pursuant to this Agreement or as separately agreed by the Borrower and the Administrative Agent and (B) all invoiced expenses of the Administrative Agent and the Arranger relating hereto (including those of counsel to the Administrative Agent and the Arranger). (g) The Borrower shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to the aggregate payments required to be continuing on made by the Restatement Borrower to the assignors pursuant to Sections 2(a)(ii) hereof. The New Tranche B2 Lender shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to the aggregate payments required to be made by them to the applicable assignors pursuant to Sections 2(a)(ii) hereof. The Administrative Agent shall notify the Borrower, the Existing Tranche B2 Lenders, and the New Tranche B2 Lender of the Third Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Person unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Person prior to the Third Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Tranche B2 Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), Tranche B2 Loans and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur (the “Restatement Second Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart duly executed counterparts of this Agreement, executed and delivered by Agreement from (iA) the BorrowerLoan Parties, (ii) each other Loan Party, (iii) each Existing Lender, (iv) each New Lender, (vB) the L/C Issuer, Tranche B2 Lenders and (viC) the Swing Line Lender and (vii) the Required Secured PartiesAdministrative Agent. (b) All of The Olympus Acquisition shall be consummated substantially contemporaneously with the conditions precedent set forth initial funding under the Tranche B2 Facility in Article IV of accordance with the Restated Credit Agreement shall have been satisfied or waived. (c) The Borrower shall have paid all amounts due and payable terms described in the Asset Purchase Agreement, dated as of February 5, 2020 (the Restatement Date to “Acquisition Agreement”), by and between Xxxxxx Xxxxxxxxxxx, a Delaware corporation (the Administrative Agent “Seller”), and the Collateral Agent pursuant to the Loan Documents. Borrower. The (di) Each of the representations and warranties made by any Loan Party or on behalf of the Seller in or pursuant the Acquisition Agreement as are material to the Restated Credit interests of the Tranche B2 Lenders or the Arrangers (in their capacities as such), but only to the extent that the Borrower (or any of its affiliates) has the right to terminate its obligations (or to refuse to consummate the Olympus Acquisition) under the Acquisition Agreement as a result of a breach of any of such representations and the other Loan Documents warranties, shall be true and correct and (as defined in the Restated Credit Agreementii) Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality). The Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date from a Financial Officer of the Borrower certifying compliance with this Section 3(b). (c) The Administrative Agent shall have received on or before the Second Amendment Effective Date the following, in form and substance satisfactory to the Administrative Agent and (except for any Tranche B2 Notes) in sufficient copies for each Tranche B2 Lender: (i) A certificate of the Secretary or Assistant Secretary of each Loan Party dated the Second Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Second Amendment Effective Date and at all times since the date of the resolutions described in the immediately following clause (B), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents delivered on or about the Second Amendment Effective Date to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Tranche B2 Facility, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) immediately below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party. (ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above. (iii) Certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Second Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity). (iv) A favorable opinion of Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, counsel for the Borrower and the other Loan Parties, dated as of the Restatement Date Second Amendment Effective Date, addressed to the Administrative Agent, the Collateral Agent and the Tranche B2 Lenders in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as if made on the Administrative Agent shall reasonably request, and as of the Borrower hereby requests such date except counsel to deliver such opinion. (v) Any Tranche B2 Notes, to the extent such representations and warranties expressly refer requested at least three Business Days prior to an earlier date the Second Amendment Effective Date by the respective Tranche B2 Lender pursuant to Section 2.16 of the Amended Credit Agreement. (d) the Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B2 Loans to be made on the Second Amendment Effective Date setting forth the information specified in which case such representations and warranties shall be true and correct in all material respects as Section 2.02(a) of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesthe Amended Credit Agreement. (e) No Default or Event of Default The Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower in the form of Exhibit H to the Amended Credit Agreement. (f) All fees required to be paid by the Borrower hereunder or as separately agreed by the Borrower and any of the Arrangers or the Tranche B2 Lenders and all invoiced expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers), shall have in each case been paid. (g) Each of the Arrangers shall have received, at least three Business Days prior to the Second Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer”, anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, and the Borrower shall deliver a certification substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association, that such Arranger has requested at least ten Business Days prior to the Second Amendment Effective Date. (h) The Administrative Agent and the Arrangers shall have received: (i) audited consolidated balance sheets and related statements of income and cash flows of the Transferred Assets (as defined in the Acquisition Agreement) (together with all related business operations and employees, the “Acquired Business”) for the fiscal year ended December 31, 2019 and each subsequent fiscal year ended at least 90 days prior to the Second Amendment Effective Date, and (ii) unaudited consolidated balance sheets and related statements of income and cash flows of the Acquired Business for September 30, 2019 (it being agreed by the Arrangers that the September 30, 2019 financials have been received) and each subsequent fiscal quarter ended after September 30, 2019 and at least 45 days prior to the Second Amendment Effective Date and (c) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial statements of the Borrower have been delivered, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement). (i) The Security and Guarantee Documents shall be continuing in full force and effect on the Restatement Second Amendment Effective Date. The Collateral Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security and Guarantee Document. Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in Section 3(i) above to be satisfied as of the Second Amendment Effective Date (other than Collateral in which a security interest therein may be perfected by (A) the filing of a Uniform Commercial Code financing statement, (B) taking delivery and possession of stock (or other equity interest) certificates and related stock powers executed in blank (other than in respect of any Excluded Subsidiary) of the Loan Parties or any subsidiary of the Loan Parties organized outside of the United States) or (C) the filing of a short form security agreement with the United States Patent and Trademark Office or the United States Copyright Office), such conditions shall not be a condition precedent to the funding of the Tranche B2 Loans on the Second Amendment Effective Date, but shall be accomplished as promptly as practicable after the Second Amendment Effective Date and in any event within 30 days or such later date as the Administrative Agent may agree to in its sole discretion. The Administrative Agent shall notify the Borrower, the Revolving Credit Lenders, the Term Advance Lenders, the Tranche B Lenders and the Tranche B2 Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are is subject to the satisfaction of each of the following conditions (the date on which such conditions are shall have been so satisfied, the “Restatement Incremental Commitment Effective Date”): (a) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by (i) a duly authorized officer of Holdings, the Borrower, (ii) each other Loan Party, (iii) each Existing the Administrative Agent and the Incremental Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All of Each Loan Party shall reaffirm by executing the conditions precedent set forth Guarantee and Collateral Acknowledgement substantially in Article IV of the Restated Credit Agreement form attached hereto as Annex I that the Additional Tranche A Term Loan shall have been satisfied or waivedbe secured equally and ratably with the existing Loans by the Collateral. (c) The Borrower shall have paid delivered all amounts documentation and information as is reasonably requested in writing by the Incremental Lender at least three days prior to the Incremental Commitment Effective Date required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (d) All accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) and other compensation due and payable as of the Restatement Date to the Administrative Agent and the Collateral Agent pursuant Incremental Lender on or prior to the Loan DocumentsIncremental Commitment Effective Date shall have been paid. (de) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Incremental Commitment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization. (f) The Administrative Agent shall have received an executed legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrower and its subsidiaries, substantially in the form of Exhibit E to the Credit Agreement, addressed to the Administrative Agent and the Incremental Lender as of the Incremental Commitment Effective Date. (g) The Administrative Agent shall have received a solvency certificate in form and substance reasonably satisfactory to it from a Responsible Officer of the Borrower that shall document the solvency of the Borrower and its Subsidiaries after giving effect to the Additional Tranche A Term Loan. (h) No Default or Event of Default shall have occurred and be continuing or would result from the Additional Tranche A Term Loan requested to be made or from the application of the proceeds therefrom. (i) Each of the representations and warranties made by any Loan Party set forth in or pursuant to Section 4 of the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit amended by this Agreement) shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of the Restatement Incremental Commitment Effective Date as if made on and as of such date date, except to the extent that such representations and warranties expressly refer relate solely to an a specific earlier date (in which case such representations and warranties shall be are true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ej) No Default or Event of Default The Administrative Agent shall have occurred received a certificate from a Responsible Officer of the Borrower documenting the Borrower’s compliance with the conditions set forth in clauses (h) and be continuing on the Restatement Date(i) above of this Section 4.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations Agreement is subject to satisfaction of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the date on which such conditions are satisfied, the “Restatement Date”):conditions: (a) The Administrative Agent shall have received Debtor having delivered to Lenders a counterpart duly executed copy of this Agreement, executed and delivered by (i) the Borrower, (ii) each other Loan Party, (iii) each Existing Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties.; (b) All Debtor having paid all attorneys' fees of Quarles & Brady LLC as counsel to GE Capital in connection with the xxxxxxxtiox xxx negotiation of the conditions precedent set forth in Article IV of the Restated Credit Agreement shall have been satisfied or waived.Forbearance and this Agreement; (c) The Borrower shall have paid all amounts due and payable as of the Restatement Date to the Administrative Agent and the Collateral Agent pursuant to the Loan Documents. (d) Each of the representations and warranties made by any Loan Party in or pursuant to the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (e) No Default or no Event of Default (other than the Existing Defaults) shall have occurred and be continuing on continuing; (d) Debtor having delivered to Lenders duly executed copies of each of the Restatement DateCollateral Assignments; (e) Debtor having provided Lenders with: (i) fully executed copies of all documentation that evidences Debtor's and/or any of their affiliates' loan and guaranty obligations to Guaranty under the Guaranty Credit Facility; and (ii) written evidence of Guaranty's agreement to provide Lenders with notice of Debtor's default under the Guaranty Credit Facility; (f) B of A having released and terminated its lien and security interest in the Purchase Options and the Collateral; (g) Debtor having delivered to Lenders a duly executed copy of the acknowledgment of Guaranty in the form of Exhibit E hereto (the "Guaranty Acknowledgment"); (h) Debtor having delivered to Lenders a duly executed copy of the acknowledgment of Halifax in the form of Exhibit F hereto (the "Halifax Acknowledgment"); (i) Debtor having delivered to Lenders complete and accurate legal descriptions for the Chicago Property; (j) Guaranty having delivered to Lenders the Subordination Agreement in the form of Exhibit G hereto (the "Guaranty Subordination") duly executed by Guaranty, Debtor and Guarantor; (k) Debtor having paid to Lenders the first $225,000 installment payment of the Waiver and Amendment Fee in cash or other immediately available funds; and (l) Debtor having paid the scheduled interest payments due and owing for the months of November and December 2002 pursuant to Section 3(b)(i) of this Agreement.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, This Agreement shall become effective on the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments date (as defined in the Restated Credit Agreement“Amendment Effective Date”) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are subject to the satisfaction of on which the following conditions (the date on which such conditions are satisfied, the “Restatement Date”):satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received from Holdings, the Borrower, the Subsidiary Loan Parties, the Revolving Facility Lenders, the Issuing Banks and the Swingline Lender either (x) a counterpart of this Agreement signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement, executed and delivered by (i) the Borrower, (ii) each other Loan Party, (iii) each Existing Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All of the conditions precedent set forth in Article IV of the Restated Credit Agreement The Administrative Agent shall have been satisfied received all fees payable thereto on or waivedprior to the Amendment Effective Date and, to the extent invoiced at least three Business Days prior to the Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) required to be reimbursed or paid by the Loan Parties in connection with this Agreement on or prior to the Amendment Effective Date. (c) The Borrower Administrative Agent shall have paid all amounts due received, on behalf of itself and payable as the Lenders, a written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP (A) dated the Restatement Amendment Effective Date, (B) addressed to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Revolving Facility Lenders on the Amendment Effective Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to this Agreement as the Collateral Administrative Agent pursuant to the Loan Documentsshall reasonably request. (d) Each The Administrative Agent shall have received on or prior to three Business Days prior to the Amendment Effective Date all documentation and other information of the representations and warranties made by any Loan Party type set forth in or pursuant to Section 3.25(a) of the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Existing Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except , to the extent such representations and warranties expressly refer information has been requested not less than 5 Business Days prior to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesthe Amendment Effective Date. (e) No Default or Event of Default The Borrower shall have occurred delivered to the Administrative Agent a certificate from a Responsible Officer of the Borrower dated as of the Amendment Effective Date, to the effect set forth in Section 4(b) and be continuing on the Restatement Date4(d) hereof.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur or have been waived in accordance with Section 9.01 of the Existing Credit Agreement (the “Restatement Fifth Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart duly executed counterparts of this Agreement, executed and delivered by Agreement from (iA) the Initial Borrower, (iiB) the Successor Borrower, (C) Holdings, (D) Lenders constituting the Required Lenders, (E) each other Continuing A5 Term Loan Party, (iii) Lender and each Existing New A5 Term Loan Lender, (ivF) each Continuing B Term Loan Lender and the New Lender, (v) the L/C Issuer, (vi) the Swing Line B Term Loan Lender and (viiG) the Required Secured PartiesAgent. (b) All The Administrative Agent shall have received a certificate of the conditions precedent set forth in Article IV Secretary or Assistant Secretary of each of the Restated Initial Borrower, the Successor Borrower and Holdings, in each case, dated the Fifth Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Person as in effect on the Fifth Amendment Effective Date and, if earlier, at all times since the date of the resolutions described in clause (B) below (or, where applicable, a certificate of the Secretary or Assistant Secretary of such Person certifying (1) in the case of the Initial Borrower or Holdings, that the applicable by-laws or comparable organizational document delivered on the Closing Date, First Amendment Effective Date, the Second Amendment Restatement Date, Third Amendment Effective Date or the Fourth Amendment Effective Date, as applicable, or, in the case of the Successor Borrower, on the Closing Date (as defined in the Leidos Credit Agreement shall Agreement), the First Restatement Effective Date (as defined in the Leidos Credit Agreement) or the Second Amendment Effective Date (as defined in the Leidos Credit Agreement), as applicable (such date, the “Reference Date”), were true and correct as of the Reference Date and (2) as of the Fifth Amendment Effective Date, there have been satisfied no amendments or waivedmodifications to such documents since the Reference Date and that such documents remain in full force and effect), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Person authorizing the execution, delivery and performance of this Agreement and the other documents delivered in connection herewith to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Person have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (c) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any document delivered in connection herewith on behalf of such Person. (c) The Borrower Administrative Agent shall have paid received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amounts due amendments thereto, of each of the Initial Borrower, the Successor Borrower and payable Holdings, in each case, as in effect on the Fifth Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and (y) a certificate as to the good standing of each of the Initial Borrower, the Successor Borrower and Holdings, in each case, as of a recent date, from the Secretary of State (or comparable entity) of the jurisdiction of its organization. (d) The Administrative Agent shall have received a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Initial Borrower, the Successor Borrower and Holdings, dated as of the Restatement Date Fifth Amendment Effective Date, addressed to the Administrative Agent, each Collateral Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent and covering the Collateral Agent pursuant Initial Borrower, the Successor Borrower and Holdings, and each of the Initial Borrower, the Successor Borrower and Holdings hereby requests such counsel to the Loan Documentsdeliver such opinions. (de) Each of the The representations and warranties made by any Loan Party or deemed to be made in or pursuant to the Restated Credit this Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesrespects. (f) The Administrative Agent shall have received a certificate from each of the Initial Borrower, the Successor Borrower and Holdings, in each case, dated the Fifth Amendment Effective Date and signed by a Responsible Officer of the Initial Borrower, the Successor Borrower or Holdings, as applicable, certifying to the matters set forth in clause (e) No Default or Event of Default this Section 4. (g) The Initial Borrower shall have occurred paid all fees and other amounts due and payable on or prior to the Fifth Amendment Effective Date pursuant to this Agreement or as separately agreed by the Initial Borrower and the Arranger and/or any of the Lenders and all invoiced expenses of the Administrative Agent and the Arranger relating hereto (including those of counsel to the Administrative Agent and the Arranger). (h) The Initial Borrower shall have paid to the Administrative Agent in immediately available funds an aggregate amount equal to the aggregate payments required to be continuing on made by the Restatement Initial Borrower to the assignors pursuant to Section 3(a)(ii) and Section 3(b)(ii) hereof. The New A5 Term Loan Lenders shall have paid to the Administrative Agent in immediately available funds an aggregate amount equal to the aggregate payments required to be made by such parties to the Departing A5 Term Loan Lenders and Decreasing A5 Term Loan Lenders, as applicable, pursuant to Section 3(a)(ii) hereof. (i) The Administrative Agent shall have received a notice of continuation, substantially in the form attached as Exhibit A to this Agreement, from the Successor Borrower with respect to the Existing A5 Term Loans and Existing B Term Loans. (j) The Administrative Agent shall have received the Reaffirmation Agreement attached as Exhibit B to this Agreement, executed by each Loan Party. (k) The Administrative Agent shall have received a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Certification”) in relation to the Successor Borrower. The Administrative Agent shall notify the Initial Borrower, the Successor Borrower, each Existing A5 Term Loan Lender, each New A5 Term Loan Lender, each Existing B Term Loan Lender and the New B Term Loan Lender of the Fifth Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Person unless the Administrative Agent shall have received written notice from such Person prior to the Fifth Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), Agreement and the amendment and restatement of the Original Existing Credit Agreement as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the date on which such conditions are satisfied, the “Restatement Date”): (a) The Administrative Agent shall have received a counterpart of this Agreement, duly executed and delivered by (i) the Borrower, (ii) each other Loan Party, the Administrative Agent and (iii) each Existing Lender, the Collateral Agent and (iv) each New Refinancing Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All The Administrative Agent shall have received a duly executed counterparty of the conditions precedent set forth in Article IV Notes payable to the order of the Restated Credit Agreement shall have been satisfied each applicable Lender or waivedits registered assigns. (c) The Administrative Agent shall have received a counterpart of that certain Reaffirmation Agreement, dated as of the date hereof, duly executed and delivered by the Borrower and the other Credit Parties, together with any appropriate UCC-1 financing statements necessary or desirable for filing with the appropriate authorities. (d) The Administrative Agent shall have received duly executed and delivered joinder documentation in respect of Hi-Crush Whitewall LLC, Hi-Crush Permian Sand LLC and PDQ Properties LLC, in each case, as may be necessary and appropriate to join such Persons as Credit Parties and otherwise satisfy the requirements of Section 5.6 of the Existing Credit Agreement. (e) The Administrative Agent shall have received a certificate from an authorized officer of the Borrower dated as of the Restatement Date stating that as of such date (i) after giving effect to this Agreement, the representations and warranties made by any Credit Party in or pursuant to the Credit Documents are true and accurate in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Change” or similar language is true and accurate in all respects (after giving effect to any such qualification therein)) on and as of the Restatement Date, (ii) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing and (iii) since December 31, 2016, there has not been any Material Adverse Change. (f) The Administrative Agent shall have received a secretary’s certificate from each Credit Party certifying such Person’s (i) officers’ incumbency, (ii) authorizing resolutions, (iii) Organization Documents and (iv) certificates of good standing for each Credit Party in each state in which each such Person is organized or qualified to do business, which certificate shall be (A) dated a date not earlier than 30 days prior to the Restatement Date or (B) otherwise effective on the Restatement Date. (g) The Administrative Agent shall have received copies of all documents required to be delivered under the Intercreditor Agreement with respect to any amendment to or amendment and restatement of the Revolving Credit Agreement. (h) The Administrative Agent shall have received a solvency certificate from a senior financial officer or such other officer acceptable to the Administrative Agent of the Credit Parties, taken as a whole, dated the Restatement Date. (i) The Administrative Agent shall have received a Notice of Borrowing from the Borrower, with appropriate insertions and executed by a duly appointed Responsible Officer of the Borrower. (j) The Administrative Agent shall have received legal opinions of (i) Xxxxxx & Xxxxxx LLP, and (ii) Xxxxxxx & Xxx P.C., as counsel to the Credit Parties, each in form and substance reasonably acceptable to the Administrative Agent. (k) The Administrative Agent shall have received copies of UCC searches in the appropriate jurisdictions reflecting that there are no Liens encumbering any of the Credit Parties’ respective Property other than Permitted Liens. (l) At least five days prior to the Restatement Date, the Administrative Agent shall have received all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act. (m) The Borrower shall have paid all amounts due and payable as of the Restatement Date to the Administrative Agent and the Collateral Agent pursuant to the Loan Credit Documents. (d) Each of the representations and warranties made by any Loan Party in or pursuant to the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (en) No Default or Event of Default shall have occurred and be continuing on the Restatement Date.

Conditions to Effectiveness of Agreement. The effectiveness obligation of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available the initial Revolving Credit Commitments Loan hereunder shall be subject to the fulfillment (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are subject to the satisfaction of the Lender) of the following conditions (the date on which such conditions are satisfied, the “Restatement Date”):precedent: (a) The Administrative Agent Borrower shall have received a counterpart of executed and delivered to the Lender, this Agreement, executed the Revolving Credit Note, the Security Agreement and delivered by (i) the Borrower, (ii) each other Loan Party, (iii) each Existing Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured PartiesAssignment of Leases. (b) All Prior to or contemporaneously with the funding of the conditions precedent set forth in Article IV initial Loan, all existing Indebtedness of the Restated Credit Agreement Borrower for borrowed money shall have been satisfied or waivedpaid in full and evidence thereof, in form and substance satisfactory to the Lender, shall be delivered to the Lender. (c) The Borrower shall have paid all amounts due filed or executed and payable as of the Restatement Date delivered to the Administrative Agent Lender for filing all such UCC-1 financing statements, in form and substance satisfactory to the Lender, as the Lender shall require to perfect and preserve its security interest created under the Security Documents (and the Collateral Agent pursuant Borrower shall also execute and deliver to the Loan Documents.Lender such additional UCC-1 financing statements for such additional locations as the Lender may from time to time request); (d) Each The Lender shall have received copies of the representations and warranties made by any Loan Party in or pursuant following, each of which shall be satisfactory to the Restated Credit Agreement Lender: (a) The Financial Statements and (b) an initial Borrowing Base Report dated as of the date of the making of such Loan, certified to be true and correct and as having been prepared in accordance with GAAP by the President or the Chief Financial Officer of the Borrower; (ii) A Certificate of the Secretary or Assistant Secretary of the Borrower certifying to the Articles of Incorporation of the Borrower (certified by the Secretary of State of Massachusetts), the by-laws of the Borrower; the taking of all corporate action by the Borrower necessary to authorize the execution, delivery and performance of each of the Loan Documents and that such action has not been rescinded, limited or modified; (iii) Good standing certificates as of dates not more than twenty (20) days prior to the date of the closing with respect to the Borrower from the State of Massachusetts, from each other significant state where the Borrower is authorized to transact business which is listed on Schedule 3.1(b) and from each other jurisdiction specified by the Lender; (iv) An incumbency certificate (with specimen signatures) with respect to the officers of the Borrower; (v) An opinion of counsel of the Borrower addressed to the Lender substantially in the form of Exhibit E annexed hereto. (e) All original executed copies of Leases shall be in the possession of the Borrower; provided, that, the file containing such Leases shall be stamped with the legend set forth in Section 6.8; (f) The Lender or an independent auditor acceptable to the Lender shall have completed its independent audit of the books, records, properties and assets of the Borrower and the other results thereof shall have been satisfactory to the Lender in its sole discretion. (g) The Lender shall have received all fees, costs and expenses payable by the Borrower, including, without limitation, the reasonable fees and expenses of counsel to the Lender (not to exceed $15,000), to the extent payable on or prior to the date hereof. (h) No Default or Event of Default has occurred, each representation and warranty contained in the Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as respects, the Borrower shall be in compliance with all of the Restatement Date as if made covenants to be complied with by the Borrower and the Lender shall have received a certificate hereto dated the date hereof certifying to such effect and, inter ----- alia, that the conditions set forth in Sections 4.1(e) and (i) are satisfied on and as of ---- such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ei) No Default or Event All consents, approvals and authorizations required in connection with the execution, delivery and performance of Default this Agreement shall have occurred been delivered to the Lender. (j) The Lender shall have received an "omnibus" assignment, in the form of Exhibit H hereto, of all Uniform Commercial Code financing statements filed by the Borrower with respect to Equipment and Leases included in the Borrowing Base. (k) The Lender shall have been made a party to the Borrower's existing lock box arrangement in a manner satisfactory to the Lender. (l) All legal matters incident to the effectiveness of this Agreement shall be continuing on satisfactory to counsel to the Restatement DateLender.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, (a) This Agreement shall become effective on the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments date (as defined in the Restated Credit Agreement“Restatement Effective Date”) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are subject to the satisfaction on which all of the following conditions (the date on which such conditions are satisfied, the “Restatement Date”):precedent have been satisfied or waived: (ai) The the Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by a duly authorized officer of each of (iA) the Borrower, (B) the Fronting Lenders, (C) X.X. Xxxxxx Europe Limited, as Foreign Currency Agent, (D) each Revolving Lender and (E) each Term Lender; (ii) the Administrative Agent shall have received an executed Acknowledgement and Confirmation, in the form attached hereto as Exhibit B, from an authorized officer of each other Loan Party, ; (iii) each Existing Lenderthe Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (iva) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All of the conditions precedent set forth in Article IV Section 5.2 of the Restated Credit Agreement Agreement; and (iv) the Administrative Agent shall have been satisfied or waived. received (ci) The Borrower shall have paid all fees and other amounts due and payable as of on or prior to the Restatement Effective Date for which invoices have been presented, including all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document and (ii) a consent fee payable for the account of each Lender (other than a Defaulting Lender) that has returned an executed signature page to this Agreement to the Administrative Agent at or prior to 5:00 p.m., New York City time on March 18, 2011 (the “Consent Deadline” and the Collateral Agent pursuant each such Lender, a “Consenting Lender”) equal to the Loan Documents. (d) Each 0.05% of the representations and warranties made sum of (x) the aggregate principal amount of Term Loans, if any, held by any Loan Party in or pursuant to the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and such Consenting Lender as of the Restatement Date as Consent Deadline and (y) the aggregate amount of the Revolving Commitment, if made on and any, of such Consenting Lender as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesConsent Deadline. (e) No Default or Event of Default shall have occurred and be continuing on the Restatement Date.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur or have been waived in accordance with Section 13.2 of the Existing Credit Agreement (the “Restatement First Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart duly executed counterparts of this Agreement, executed and delivered by (i) this Amendment Agreement from (A) the Borrower, (iiB) each other Continuing Term Loan PartyLenders constituting the Required Lenders, (iii) each Existing Lender, (iv) each New Lender, (vC) the L/C Issuer, (vi) the Swing Line New Lender and (viiD) the Required Secured PartiesAdministrative Agent and (ii) the Reaffirmation Agreement attached hereto from each Credit Party. (b) All of the conditions precedent set forth in Article IV of the Restated Credit Agreement shall have been satisfied or waived. (c) The Borrower shall have paid to the Administrative Agent, for the account of the Existing Term Loan Lenders, accrued and unpaid interest to (but excluding) the First Amendment Effective Date and, for the account of the Departing Term Loan Lenders only, any other amounts payable to them in connection with this Amendment Agreement in accordance with the terms of the Loan Documents. In addition, the Borrower shall have paid all fees and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment Agreement or as separately agreed by the Borrower and any of the Restatement Date Arrangers and the Borrower shall also have reimbursed all reasonable and invoiced out-of-pocket expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Collateral Agent pursuant to the Loan DocumentsArrangers). (dc) Each At the time of the representations and warranties made by any Loan Party in or pursuant to the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (immediately after giving effect to any qualification therein) in all respects on such respective dates. (e) No this Amendment Agreement, no Default or Event of Default shall have occurred and be continuing or would result therefrom. (d) The representations and warranties made or deemed to be made in Section 4 of this Amendment Agreement shall be true and correct in all material respects, except for any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, which shall be true and correct in all respects. (e) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by an officer of the Borrower, certifying to the matters set forth in clauses (c) and (d) of this Section 3. (f) [reserved] (g) The Borrower shall have given notice to the Administrative Agent and each Departing Term Loan Lender as required by Section 6.12(b) of the Existing Credit Agreement. (h) The Administrative Agent shall have received a Notice of Conversion/Continuation from the Borrower with respect to the Initial Term Loans. The Administrative Agent shall notify the Borrower, the Existing Term Loan Lenders and the New Lender of the First Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment Agreement shall not become effective, and the obligations of the applicable Continuing Term Loan Lenders and the New Lender to assume Initial Term Loans as provided for herein will automatically terminate, if each of the conditions set forth or referred to in this Section 3 has not been satisfied at or prior to 11:59 p.m., New York City time, on September 16, 2016 (it being understood that any such failure of this Amendment Agreement to become effective will not affect any rights or obligations of any Person under the Restatement DateExisting Credit Agreement).

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur or have been waived in accordance with Section 9.01 of the Existing Credit Agreement (the “Restatement Fourth Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart duly executed counterparts of this Agreement, executed and delivered by Agreement from (iA) the Borrower, (iiB) Holdings, (C) Lenders constituting the Required Lenders, (D) each other Continuing A5 Term Lender and each New A5 Term Loan Party, (iii) each Existing Lender, (ivE) each Continuing B Term Lender and the New Lender, (v) the L/C Issuer, (vi) the Swing Line B Term Loan Lender and (viiF) the Required Secured PartiesAgent. (b) All The Administrative Agent shall have received a certificate of the conditions precedent set forth in Article IV Secretary or Assistant Secretary of each of the Restated Credit Agreement shall Borrower and Holdings, in each case, dated the Fourth Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Person as in effect on the Fourth Amendment Effective Date and, if earlier, at all times since the date of the resolutions described in clause (B) below (or, where applicable, a certificate of the Secretary or Assistant Secretary of such Person certifying (1) that the applicable by-laws or comparable organizational document delivered on the Closing Date, First Amendment Effective Date, the Second Amendment Restatement Date or the Third Amendment Effective Date, as applicable, were true and correct as of the Closing Date, First Amendment Effective Date, the Second Amendment Restatement Date or the Third Amendment Effective Date, as applicable, and (2) as of the Fourth Amendment Effective Date, there have been satisfied no amendments or waivedmodifications to such documents since the Closing Date, First Amendment Effective Date, the Second Amendment Restatement Date or the Third Amendment Effective Date, as applicable, and that such documents remain in full force and effect), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Person authorizing the execution, delivery and performance of this Agreement and the other documents delivered in connection herewith to which such Person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Person have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (c) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any document delivered in connection herewith on behalf of such Person. (c) The Borrower Administrative Agent shall have paid received (x) certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amounts due amendments thereto, of each of the Borrower and payable Holdings, in each case, as in effect on the Fourth Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and (y) a certificate as to the good standing of each of the Borrower and Holdings, in each case, as of a recent date, from the Secretary of State (or comparable entity) of the jurisdiction of its organization. (d) The Administrative Agent shall have received a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Borrower and Holdings, dated as of the Restatement Date Fourth Amendment Effective Date, addressed to the Administrative Agent, each Collateral Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent and covering the Collateral Agent pursuant Borrower and Holdings, and each of the Borrower and Holdings hereby requests such counsel to the Loan Documentsdeliver such opinions. (de) Each of the The representations and warranties made by any Loan Party or deemed to be made in or pursuant to the Restated Credit this Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesrespects. (f) The Administrative Agent shall have received a certificate from each of the Borrower and Holdings, in each case, dated the Fourth Amendment Effective Date and signed by a Responsible Officer of the Borrower or Holdings, as applicable, certifying to the matters set forth in clause (e) No Default or Event of Default this Section 3. (g) The Borrower shall have occurred paid all fees and other amounts due and payable on or prior to the Fourth Amendment Effective Date pursuant to this Agreement or as separately agreed by the Borrower and any of the Arrangers or Lenders and all invoiced expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers). (h) The Borrower shall have paid to the Administrative Agent in immediately available funds an aggregate amount equal to the aggregate payments required to be continuing made by the Borrower to the assignors pursuant to Section 2(a)(ii) and Section 2(b)(ii) hereof. The New A5 Term Loan Lenders shall have paid to the Administrative Agent in immediately available funds an aggregate amount equal to the aggregate payments required to be made by such parties to the Departing A5 Term Loan Lenders and Decreasing A5 Term Loan Lenders, as applicable, pursuant to Section 2(a)(ii) hereof. (i) The Administrative Agent shall have received a notice of continuation, substantially in the form attached as Exhibit A to this Agreement, from the Borrower with respect to the Existing A5 Term Loans and Existing B Term Loans. (j) The Administrative Agent shall have received evidence that the Concurrent Leidos Amendment has become effective or will become effective substantially simultaneously with the effectiveness of this Agreement, on terms reasonably satisfactory to the Restatement Administrative Agent. (k) The Administrative Agent shall have received the Reaffirmation Agreement attached as Exhibit B to this Agreement, executed by each Loan Party other than Holdings and the Borrower. (l) The Administrative Agent shall have received a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Certification”) in relation to the Borrower. The Administrative Agent shall notify the Borrower, each Existing A5 Term Loan Lender, each New A5 Term Loan Lender, each Existing B Term Loan Lender and the New B Term Loan Lender of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Person unless the Administrative Agent shall have received written notice from such Person prior to the Fourth Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur or have been waived in accordance with Section 9.01 of the Existing Credit Agreement (the “Restatement First Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart duly executed counterparts of this Agreement, executed and delivered by Agreement from (iA) the Borrower, (iiB) each other Loan PartyHoldings, (iiiC) each Existing Lenders constituting the Required Lenders, (D) the New B Term Loan Lender, and (iv) each New Lender, (vE) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured PartiesAdministrative Agent. (b) All The Administrative Agent shall have received a certificate of the conditions precedent set forth in Article IV Secretary or Assistant Secretary of the Restated Credit Borrower dated the First Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of the Borrower as in effect on the First Amendment Effective Date and, if earlier, at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of the Borrower authorizing the execution, delivery and performance of this Agreement shall and the other documents delivered in connection herewith to which the Borrower is a party and that such resolutions have not been satisfied modified, rescinded or waivedamended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (c) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any document delivered in connection herewith on behalf of the Borrower. (c) The Borrower Administrative Agent shall have paid received certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amounts due and payable amendments thereto, of the Borrower as in effect on the First Amendment Effective Date, certified as of a recent date by the Restatement Date Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the Administrative Agent and good standing of the Collateral Agent pursuant to the Loan DocumentsBorrower as of a recent date, from such Secretary of State (or comparable authority). (d) Each The Administrative Agent shall have received a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Borrower, dated as of the First Amendment Effective Date, addressed to the Administrative Agent, each Collateral Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower hereby requests such counsel to deliver such opinion. (e) The representations and warranties made by any Loan Party or deemed to be made in or pursuant to the Restated Credit this Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesrespects. (f) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by an officer of the Borrower, certifying to the matters set forth in clause (e) No Default or Event of Default this Section 3. (g) The Borrower shall have occurred paid all fees and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Agreement or as separately agreed by the Borrower and any of the Arrangers or Lenders and all invoiced expenses of the Administrative Agent and the Arrangers relating hereto (including those of counsel to the Administrative Agent and the Arrangers). (h) The Borrower shall have paid to the Administrative Agent immediately available funds in an aggregate amount equal to the aggregate payments required to be continuing on made by the Restatement Borrower to the assignors pursuant to Section 2(a)(ii) hereof. (i) The Administrative Agent shall have received a notice of continuation, substantially in the form attached as Exhibit A to this Agreement, from the Borrower with respect to the Existing B Term Loans. The Administrative Agent shall notify the Borrower, the Existing B Term Loan Lenders and the New B Term Loan Lender of the First Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error. For purposes of determining compliance with the conditions specified above, each Lender party to 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 such Persons unless the Administrative Agent shall have received written notice from such Person prior to the First Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur or have been waived in accordance with Section 9.5 of the Existing Credit Agreement (the “Amendment and Restatement Effective Date”): (a) The Administrative Agent shall have received a counterpart of (i) this Agreement, executed and delivered by (i) a duly authorized officer of Parent, the Borrower, the Additional Lenders, Continuing Lenders constituting the Requisite Lenders (as defined in the Existing Credit Agreement), each New Lender and the Administrative Agent and (ii) the Reaffirmation Agreement attached to this Agreement, executed and delivered by a duly authorized officer of each other Loan Credit Party, (iii) each Existing Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All of the conditions precedent set forth in Article IV of the Restated Credit Agreement The Administrative Agent shall have been satisfied or waivedreceived a favorable written opinion (addressed to the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders and dated the Amendment and Restatement Effective Date) of each of (A) Xxxxxxxx & Xxxxx, LLP, counsel for the Credit Parties and (B) Xxxxxx Xxxxx, General Counsel of Parent, in each case in form and substance reasonably satisfactory to the Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent). (c) The Administrative Agent shall have received, in respect of each of Parent and the Borrower, (i) a certificate of such Credit Party executed by the secretary or assistant secretary of such Credit Party attaching (A) a copy of each Organizational Document of such Credit Party, which shall, to the extent applicable, be certified as of the Amendment and Restatement Effective Date or a recent date prior thereto by the appropriate Governmental Authority, (B) signature and incumbency certificates of the officers of such Credit Party, (C) resolutions of the board of directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the Reaffirmation Agreement to which it is a party, certified as of the Amendment and Restatement Effective Date by such secretary or assistant secretary as being in full force and effect without modification or amendment, and (D) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of organization, dated the Amendment and Restatement Effective Date or a recent date prior thereto, and (ii) such other documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each of Parent and the Borrower and the authorization of the transactions contemplated hereby and the Reaffirmation Agreement, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower shall have paid all amounts due and payable as of the Restatement Date to the Administrative Agent and the Collateral Agent Arrangers all fees, expenses (including legal expenses) and other amounts due and payable on or prior to the Amendment and Restatement Effective Date pursuant to this Agreement, the Loan Documents. (d) Each of the representations and warranties made by any Loan Party in or pursuant to the Restated Credit Agreement Arrangement Letter, and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesDocuments. (e) No At the time of and immediately after giving effect to this Agreement, no Default or Event of Default shall have occurred and be continuing or would result therefrom. (f) The representations and warranties made or deemed to be made in this Agreement shall be true and correct (i) in the case of the representations and warranties qualified or modified as to materiality in the text thereof, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Amendment and Restatement Effective Date, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be so true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date. (g) At least five days prior to the Amendment and Restatement Effective Date, the Lenders shall have received 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. (h) The Administrative Agent shall have received evidence that the insurance required by Section 5.8 of the Amended and Restated Credit Agreement is in effect. (i) The Administrative Agent shall have received a Solvency Certificate, dated the Amendment and Restatement Effective Date and signed by the chief financial officer of Parent. (j) The Borrower shall have delivered to the Administrative Agent the Funding Notice required by Section 2.1 of the Amended and Restated Credit Agreement. (k) The Collateral and Guarantee Requirement shall have been satisfied to the extent applicable (and shall continue to be satisfied after giving effect to this Agreement) and the Collateral Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Collateral Document, except as otherwise set forth in Section 5 of this Agreement. The Collateral Agent shall have received a completed Supplemental Collateral Questionnaire dated the Amendment and Restatement Effective Date and executed by an Authorized Officer of each of Parent and the Borrower, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the Credit Parties in the jurisdictions contemplated by the Supplemental Collateral Questionnaire and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Collateral Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.1 of the Amended and Restated Credit Agreement or have been, or substantially contemporaneously with the funding of Loans on the Amendment and Restatement Effective Date will be, released or terminated. (l) The Borrower shall have prepaid all accrued and unpaid interest and fees in respect of the Existing Term Loans to but excluding the Amendment and Restatement Effective Date. (m) The Administrative Agent shall have received a certificate, dated the Amendment and Restatement Effective Date and signed by a Financial Officer of Parent, certifying to the matters set forth in clauses (e) and (f) and the first sentence of clause (k) of this Section 3. (n) The Obligations Guarantee of Parent shall constitute “Senior Indebtedness” and shall have been designated as “Designated Senior Indebtedness” under and as defined in the Convertible Subordinated Notes Indentures and the Administrative Agent shall have received evidence reasonably satisfactory to it of the foregoing. The Administrative Agent shall notify Parent, the Borrower, the Additional Lenders, the Existing Lenders and the New Lenders of the Amendment and Restatement Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not become effective, and the obligations of the applicable Continuing Lenders and the New Lenders to assume Tranche B Term Loans as provided for herein will automatically terminate, if each of the conditions set forth or referred to in this Section 3 has not been satisfied at or prior to 5:00 p.m., New York City time, on August 7, 2015 (it being understood that any such failure of this Agreement to become effective will not affect any rights or obligations of any Person under the Existing Credit Agreement). For purposes of determining compliance with the conditions specified above, each Lender party to 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 such Persons unless an officer of the Administrative Agent responsible for the transactions contemplated by the Credit Documents shall have received notice from such Person prior to the Amendment and Restatement Effective Date specifying its objection thereto.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are is subject to the satisfaction of each of the following conditions (the date on which such conditions are shall have been so satisfied, the “Restatement Incremental Facilities Effective Date”): (a) The Administrative Agent Incremental Facilities Lead Arrangers shall have received a counterpart of this Agreement, executed and delivered by (i) a duly authorized officer of the Borrower, (ii) each other Loan PartyHoldings, (iii) each Existing Lenderthe Administrative Agent, (iv) each New Lender, (v) the L/C Issuer, (vi) Incremental Facilities Arrangers and the Swing Line Lender and (vii) the Required Secured PartiesIncremental Lenders. (b) All of Each Loan Party shall reaffirm by executing the conditions precedent set forth Guarantee and Collateral Acknowledgement substantially in Article IV of the Restated Credit Agreement form attached hereto as Annex III that the Tranche A Term Loan and the Increased Revolving Commitments shall have been satisfied or waivedbe secured equally and ratably with the existing Loans by the Collateral. (c) The Borrower shall have paid delivered all amounts due documentation and payable information as of is reasonably requested in writing by the Restatement Date Incremental Lenders at least three days prior to the Administrative Agent Incremental Facilities Effective Date required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Collateral Agent pursuant to the Loan DocumentsPATRIOT Act. (d) All accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of one firm of counsel) and other compensation due and payable to the Administrative Agent, the Incremental Facilities Arrangers and the Incremental Lenders on or prior to the Incremental Facilities Effective Date shall have been paid. (e) The Incremental Facilities Lead Arrangers shall have received (i) a certificate of each Loan Party, dated the Incremental Facilities Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization. (f) The Incremental Facilities Lead Arrangers shall have received an executed legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrower and its subsidiaries, substantially in the form of Exhibit E to the Existing Credit Agreement, addressed to the Administrative Agent, the Incremental Facilities Arrangers and the Incremental Lenders as of the Incremental Facilities Effective Date. (g) The Incremental Facilities Lead Arrangers shall have received a solvency certificate in form and substance reasonably satisfactory to them from a Responsible Officer of the Borrower that shall document the solvency of the Borrower and its Subsidiaries after giving effect to the Tranche A Term Loan and the Increased Revolving Commitments. (h) No Default or Event of Default shall have occurred and be continuing or would result from the Tranche A Term Loan or the Increased Revolving Commitments requested to be made or from the application of the proceeds therefrom. (i) Each of the representations and warranties made by any Loan Party set forth in or pursuant to Section 4 of the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit amended by this Agreement) shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of the Restatement Incremental Facilities Effective Date as if made on and as of such date date, except to the extent that such representations and warranties expressly refer relate solely to an a specific earlier date (in which case such representations and warranties shall be are true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (ej) No Default or Event of Default The Incremental Lead Arrangers shall have occurred received a certificate from a Responsible Officer of the Borrower documenting the Borrower’s compliance with the conditions set forth in clauses (h) and be continuing on the Restatement Date(i) above of this Section 5.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur or have been waived in accordance with Section 9.02 of the Existing Credit Agreement (the “Restatement First Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart duly executed counterparts of this Agreement, executed and delivered by (i) this Amendment Agreement from (A) the Borrower, (B) the Lenders, (C) the Issuing Bank and (D) the Administrative Agent and (ii) the Reaffirmation Agreement attached hereto from each other Loan Party, (iii) each Existing Lender, (iv) each New Lender, (v) the L/C Issuer, (vi) the Swing Line Lender and (vii) the Required Secured Parties. (b) All The Borrower shall have delivered to the Administrative Agent a written notice of prepayment with respect to the First Amendment Prepayment as required by Section 2.10(f) of the conditions precedent set forth in Article IV of the Restated Existing Credit Agreement shall have been satisfied or waived. (c) Agreement. The Borrower shall have paid to the Administrative Agent, for the account of the applicable payees, all amounts fees, principal, accrued interest and other amounts, in each case, due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment Agreement or as separately agreed by the Borrower and the Arranger, and the Borrower shall also have reimbursed all reasonable and invoiced out-of-pocket expenses of the Restatement Date Administrative Agent and the Arranger relating hereto (including those of counsel to the Administrative Agent and the Collateral Agent pursuant to the Loan DocumentsArranger). (dc) Each At the time of the representations and warranties made by any Loan Party in or pursuant to the Restated Credit Agreement and the other Loan Documents (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except to the extent such representations and warranties expressly refer to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (immediately after giving effect to any qualification therein) in all respects on such respective dates. (e) No this Amendment Agreement, no Default or Event of Default shall have occurred and be continuing or would result therefrom. (d) The representations and warranties made or deemed to be made in Section 4 of this Amendment Agreement shall be true and correct in all material respects, except for any such representation or warranty that is qualified by materiality or by reference to Material Adverse Effect, which shall be true and correct in all respects. (e) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying to the matters set forth in clauses (c) and (d) of this Section 3. The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment Agreement shall not become effective if each of the conditions set forth or referred to in this Section 3 has not been satisfied at or prior to 11:59 p.m., New York City time, on June 6, 2017 (it being understood that any such failure of this Amendment Agreement to become effective will not affect any rights or obligations of any Person under the Restatement DateExisting Credit Agreement).

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), and the amendment and restatement of the Original Credit Agreement as the Restated Credit Agreement are is subject to the satisfaction of each of the following conditions (the date on which such conditions are shall have been so satisfied, the “Restatement Tranche B Term Facility Effective Date”): (a) The Administrative Tranche B Term Facility Closing Agent shall have received a counterpart of this Agreement, executed and delivered by (i) a duly authorized officer of the Borrower, (ii) each other Loan PartyHoldings, (iii) each Existing Lenderthe Administrative Agent, (iv) each New Lenderthe Tranche B Term Facility Closing Agent, (v) the L/C Issuer, (vi) Tranche B Facility Arrangers and the Swing Line Lender and (vii) the Required Secured PartiesTranche B Term Lenders. (b) All of the conditions precedent set forth in Article IV of the Restated Credit Agreement Each Loan Party shall have been satisfied or waivedreaffirmed by executing the Guarantee and Collateral Acknowledgement substantially in the form attached hereto as Annex III that the Tranche B Term Loans shall be secured equally and ratably with the existing Loans by the Collateral. (c) The Borrower shall have paid delivered all amounts due documentation and payable information as of is reasonably requested in writing by the Restatement Date Tranche B Term Lenders at least three days prior to the Administrative Agent Tranche B Term Facility Effective Date required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Collateral Agent pursuant to the Loan DocumentsPATRIOT Act. (d) Each of the representations All accrued reasonable and warranties made by any Loan Party in or pursuant to the Restated Credit Agreement documented out-of-pocket costs and the other Loan Documents expenses (as defined in the Restated Credit Agreement) shall be true and correct in all material respects on and as of the Restatement Date as if made on and as of such date except including, to the extent such representations invoiced in advance, reasonable legal fees and warranties expressly refer out-of-pocket expenses of one firm of counsel) and other compensation due and payable to an earlier date (in which case such representations the Administrative Agent, the Tranche B Term Facility Closing Agent, the Tranche B Facility Arrangers and warranties the Tranche B Term Lenders on or prior to the Tranche B Term Facility Effective Date shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dateshave been paid. (e) No Default or Event of Default The Tranche B Term Facility Closing Agent shall have occurred received (i) a certificate of each Loan Party, dated the Tranche B Term Facility Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and be continuing on attachments, including the Restatement certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization. (f) The Tranche B Term Facility Closing Agent shall have received an executed legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrower and its subsidiaries, substantially in the form of Exhibit E to the Existing Credit Agreement, addressed to the Administrative Agent, Tranche B Term Facility Closing Agent, the Tranche B Facility Arrangers and the Tranche B Term Lenders as of the Tranche B Term Facility Effective Date. (g) The Tranche B Term Facility Closing Agent shall have received a solvency certificate in form and substance reasonably satisfactory to them from a Responsible Officer of the Borrower that shall document the solvency of the Borrower and its Subsidiaries after giving effect to the Tranche B Term Loans. On the Tranche B Term Facility Effective Date, the Tranche B Term Facility Closing Agent shall deliver to the Borrower a certificate in form and substance reasonably satisfactory to the Borrower confirming the satisfaction of all of the foregoing conditions set forth in clauses (a) through (g) of this Section 4 and that the Tranche B Term Facility Effective Date has occurred.

Conditions to Effectiveness of Agreement. The effectiveness of this Agreement, the obligations of each Extending Lender to convert its existing Revolving Credit Commitments into Revolving Credit Commitments (as defined in the Restated Credit Agreement) under the Restated Credit Agreement, the obligations of each New Term 2 Lender to make available Revolving Credit Commitments (as defined in the Restated Credit Agreement), Term 2 Advance and the amendment and restatement of the Original Existing Credit Agreement and associated provisions set forth herein shall become effective as the Restated Credit Agreement are subject to the satisfaction of the following conditions (the first date on which such conditions are satisfied, the following occur (the “Restatement Fourth Amendment Effective Date”): (a) The Administrative Agent shall have received a counterpart duly executed counterparts of this Agreement, executed and delivered by Agreement from (iA) the BorrowerLoan Parties, (ii) each other Loan Party, (iii) each Existing Lender, (iv) each New Lender, (vB) the L/C Issuer, Term 2 Lenders and (viC) the Swing Line Lender and (vii) the Required Secured PartiesAdministrative Agent. (b) All of The Sequoia Acquisition shall be consummated substantially contemporaneously with the conditions precedent set forth initial funding under the Term 2 Facility in Article IV of accordance with the Restated Credit Agreement shall have been satisfied or waived. (c) The Borrower shall have paid all amounts due and payable terms described in the Equity Purchase Agreement, dated as of June 3, 2021 (the Restatement Date to “Acquisition Agreement”), by and between Xxxx Xxxxxxxx (the Administrative Agent “Seller”), Xxxxxxxx and Associates, LLC, and the Collateral Agent pursuant to the Loan Documents. Borrower. The (di) Each of the representations and warranties made by any Loan Party or on behalf of the Seller in or pursuant the Acquisition Agreement as are material to the Restated Credit interests of the Term 2 Lenders or the Arranger (in their capacities as such), but only to the extent that the Borrower (or any of its affiliates) has the right to terminate its obligations (or to refuse to consummate the Sequoia Acquisition) under the Acquisition Agreement as a result of a breach of any of such representations and the other Loan Documents warranties, shall be true and correct and (as defined in the Restated Credit Agreementii) Specified Representations shall be true and correct in all material respects (or in all respects, if qualified by materiality). The Administrative Agent shall have received a certificate, dated the Fourth Amendment Effective Date from a Financial Officer of the Borrower certifying compliance with this Section 3(b). (c) The Administrative Agent shall have received on or before the Fourth Amendment Effective Date the following, in form and substance satisfactory to the Administrative Agent and (except for any Term 2 Notes) in sufficient copies for each Term 2 Lender: (i) A certificate of the Secretary or Assistant Secretary of each Loan Party dated the Fourth Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Fourth Amendment Effective Date and at all times since the date of the resolutions described in the immediately following clause (B), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents delivered on or about the Fourth Amendment Effective Date to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Term 2 Facility, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) immediately below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party. (ii) A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above. (iii) Certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the Fourth Amendment Effective Date, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity). (iv) A favorable opinion of Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, counsel for the Borrower and the other Loan Parties, dated as of the Restatement Date Fourth Amendment Effective Date, addressed to the Administrative Agent, the Collateral Agent and the Term 2 Lenders in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transactions as if made on the Administrative Agent shall reasonably request, and as of the Borrower hereby requests such date except counsel to deliver such opinion. (v) Any Term 2 Notes, to the extent such representations and warranties expressly refer requested at least three Business Days prior to an earlier date the Fourth Amendment Effective Date by the respective Term 2 Lender pursuant to Section 2.16 of the Amended Credit Agreement. (d) the Administrative Agent shall have received a Notice of Borrowing with respect to the Term 2 Advance to be made on the Fourth Amendment Effective Date setting forth the information specified in which case such representations and warranties shall be true and correct in all material respects as Section 2.02(a) of such earlier date); provided that any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective datesthe Amended Credit Agreement. (e) No Default or Event of Default The Administrative Agent shall have occurred received a solvency certificate from a Financial Officer of the Borrower in the form of Exhibit H to the Amended Credit Agreement. (f) All fees required to be paid by the Borrower hereunder or as separately agreed by the Borrower and the Arranger or the Term 2 Lenders and all invoiced expenses of the Administrative Agent and the Arranger relating hereto (including those of counsel to the Administrative Agent and the Arranger), shall have in each case been paid. (g) The Arranger shall have received, at least three Business Days prior to the Fourth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer”, anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, and the Borrower shall deliver a certification substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association, that such Arranger has requested at least ten Business Days prior to the Fourth Amendment Effective Date. (h) The Security and Guarantee Documents shall be continuing in full force and effect on the Restatement Fourth Amendment Effective Date. The Collateral Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security and Guarantee Document. Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in Section 3(h) above to be satisfied as of the Fourth Amendment Effective Date (other than Collateral in which a security interest therein may be perfected by (A) the filing of a Uniform Commercial Code financing statement, (B) taking delivery and possession of stock (or other equity interest) certificates and related stock powers executed in blank (other than in respect of any Excluded Subsidiary) of the Loan Parties or any subsidiary of the Loan Parties organized outside of the United States) or (C) the filing of a short form security agreement with the United States Patent and Trademark Office or the United States Copyright Office), such conditions shall not be a condition precedent to the funding of the Term 2 Advance on the Fourth Amendment Effective Date, but shall be accomplished as promptly as practicable after the Fourth Amendment Effective Date and in any event within 30 days or such later date as the Administrative Agent may agree to in its sole discretion. The Administrative Agent shall notify the Borrower, the Revolving Credit Lenders, the Term Advance Lenders, the Tranche B Lenders, Tranche B2 Lenders and the Term 2 Lenders of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding absent manifest error.