Common use of Conditions to Effectiveness of Amendment Clause in Contracts

Conditions to Effectiveness of Amendment. This Amendment shall be effective as of the First Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent. (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 1 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by the Credit Parties, the Purchasers and the Collateral Agent.authorized officer of each Loan Party; (b) As Agent shall have received a counterpart of this Amendment, executed and delivered by the Term B-5 Lender; (c) Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the First Parent Borrower and its subsidiaries) (A) from Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan Parties, (B) from Xxxxxxxxx Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, (C) from Xxxxxx PLC, Michigan counsel to the Loan Parties, (D) from Ice Xxxxxx, LLP, Indiana counsel to the Loan Parties, (E) from Xxxxxxxxxxx, Xxxxxx & Xxxxxx LLP, Maine counsel to the Loan Parties, and (F) from Xxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP, Ohio counsel to the Loan Parties, in each case addressed to the Agent and the Term B-5 Lenders; (d) Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 1 Effective Date or, if applicable, that no modifications have been made to such documents since January 30, 2015 or November 23, 2015, as applicable, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing the Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (e) Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 1 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to the First Amendment and the 2019 Equity Issuance; this Amendment; (iii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuingcontinuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (f) The Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 1 Arrangers (as defined below) in immediately available funds, all fees owing to the Amendment No. 1 Arrangers in connection with arranging Amendment No. 1 as separately agreed to in writing by New Holdings (as defined below) and the Amendment No. 1 Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 1 Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP); (i) Subject to subsection (e) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing and (ii) after giving effect to the establishment of the Term B-5 Loans, and the borrowings thereunder, on the Amendment No. 1 Effective Date, the Borrowers shall be in compliance with Section 2.8 of the Term Loan Agreement; (h) Agent shall have received a solvency certificate signed by the Chief Financial Officer of New Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (i) Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 1 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (j) Agent shall have received a Committed Loan Notice for the Term B-5 Loans; (k) Agent shall have received, at least five (5) Business Days prior to the Amendment No. 1 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 1 Effective Date; (l) Refinancing shall have been consummated with the proceeds from the Term B-5 Loans and Agent shall have received a payoff letter from the agent for the lenders under the NAI Credit Agreement, reasonably satisfactory in form and substance to the Agent evidencing that, upon receipt of any payments specified therein, the NAI Credit Agreement has been or concurrently with the Effective Date is being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the NAI Credit Agreement have been or concurrently with the Effective Date are being released; and (m) The Agent shall have received reasonable evidence of both (i) the merger of Albertson’s Holdings LLC with and into Albertsons Companies, LLC (“New Holdings”) and (ii) the representations merger of NAI Holdings LLC with and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesinto New Holdings. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first date on which each of the following conditions:conditions have been satisfied (the “Amendment Effective Date”): (a) The Purchasers shall have received Receipt by the Holder and the Borrowers of a counterpart signature of the other to this Amendment, Amendment duly executed and delivered by each of the Credit Parties, the Purchasers Holder and the Collateral Agent.Borrowers; (b) As Holder shall have received a certificate duly executed by an officer of each Borrower, dated as of the First Amendment Effective Date, and giving effect duly executed and delivered by an officer of each Borrower, in which certificate each Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of each Borrower as of such date, and, at the First Amendment time such certificate is delivered, such statements shall in fact be true and the 2019 Equity Issuance; correct, and such statements shall include that (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained set forth in ARTICLE V of the Original Purchase Agreement and each Loan Document shall, in the other Operative Documents shall each case, be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), or as of any earlier date specified in which case such representations and warranties, and (ii) no Default shall have then occurred and be continuing, or would result from the Loan to be advanced on the Amendment Effective Date; (c) Holder shall have received a Drawdown Notice for the First Incremental Loan; (d) no material breach by Borrower of any provision of the Merger Agreement has occurred and is continuing; (e) the representations and warranties contained herein shall be true and correct in all material respects on and as the date on which such Loan is made or as of any earlier date specified in such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementrepresentations and warranties; and (iiif) each Credit Party shall have performed and complied the absence of any Event of Default or event which, with all the lapse of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Datetime, the Credit Parties shall deliver updated schedulesgiving of notice or both, would be an Event of Default hereunder either before or occurring as a result of making the Loan. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be effective as of the First Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers amendments set forth in Part I of this Amendment (other than the amendments solely relating to transaction costs associated with the IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “First Effective Date”): (i) The Administrative Agent (or its counsel) shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (A) Holdings, (B) the Credit Parties, Borrower and (C) the Purchasers and the Collateral Agent.Required Lenders; (bii) As The Borrower shall have paid all fees and expenses of the First Amendment Effective DateAdministrative Agent, including the reasonable fees and expenses of counsel to the Administrative Agent; (iii) After giving effect to the First Amendment and the 2019 Equity Issuance; (i) Amendment, no Default or Event of Default shall have occurred and be continuing;; and (iv) The Administrative Agent shall have received such fees as separately agreed between the Administrative Agent (or any of its Affiliates) and the Borrower. (b) The amendments set forth in Part II of this Amendment (together with the amendments set forth in Part I solely relating to transaction costs associated with the IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Second Effective Date”): (i) The conditions set forth in Section 10(a) above shall have been satisfied; and (ii) (A) The IPO shall have been consummated on or before September 30, 2004, and (B) the representations and warranties of Borrower shall have purchased, retired or redeemed (or made arrangements satisfactory to the Credit Parties contained in ARTICLE V of Administrative Agent to do so; it being understood that open market purchases, a cash tender offer pursuant to documents provided to the Original Purchase Agreement and in Administrative Agent on or before the other Operative Documents shall be true and correct as of the First Amendment Second Effective Date as if made on the First Amendment Effective Date (except and arrangements for redemptions pursuant to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions Senior Subordinated Note Indenture are all satisfactory to the foregoing being disclosed to Administrative Agent) the Purchasers Loans or the Senior Subordinated Notes in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other an aggregate principal amount not less than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules$75,000,000. (c) The Collateral amendment set forth in Part III of this Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Third Effective Date”): (i) The conditions set forth in Section 10(a) above shall have been satisfied; and (ii) The Administrative Agent and each Purchaser (or its counsel) shall have received payment for all fees(after giving effect to any assignments entered into pursuant to Section 2.20) a counterpart of this Amendment, expenses executed and costs incurred and payable under Section 7.14 delivered by a duly authorized officer of each of the Original Purchase Agreement Lenders with Term Loan Commitments. (d) The Administrative Agent shall notify the Borrower and each Lender (via IntraLinks or such other means reasonably determined by the Administrative Agent) of the occurrence of the First Effective Date, the Second Effective Date and the Fee LetterThird Effective Date.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of the First Amendment Effective Date subject only to upon the satisfaction of each of the following conditions:; provided that all such conditions are satisfied on or prior to December 31, 2009 (the date that all such conditions are so satisfied, the “Amendment No. 1 Effective Date”): (a) The Purchasers Administrative Agent’s receipt of the following, each of which shall have received this Amendmentbe originals, duly or electronic copies or facsimiles followed promptly by originals (unless otherwise specified), each properly executed by the Credit Parties, the Purchasers and the Collateral Agent. (b) As a Responsible Officer of the First Amendment Effective Dateapplicable Loan Party, each in form and giving effect substance reasonably satisfactory to the First Amendment and the 2019 Equity Issuance;Administrative Agent: (i) no Event executed counterparts of Default shall have occurred this Amendment from the Borrower, Holdings, the Required Lenders, the Majority Revolving Facility Lenders and be continuingthe Majority Term Facility Lenders; (ii) the FNIS Loan Party Guaranty substantially in the form of Exhibit I hereto, duly executed by FNIS and each FNIS Subsidiary Guarantor; (iii) executed counterparts of the Borrower Supplemental Agreement (together with all schedules contemplated thereby, which schedules shall be reasonably satisfactory to the Administrative Agent); (iv) a guaranty supplement substantially in the form of Appendix I hereto or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations (as defined in the FNIS Credit Agreement) in form and substance reasonably satisfactory to the FNIS Administrative Agent (the “FNIS Credit Guaranty”), duly executed by Group Members that are Loan Parties immediately prior the Amendment No. 1 Effective Date; (v) evidence (in form reasonably satisfactory to the Administrative Agent and the FNIS Administrative Agent, as the case may be) of the identity, authority and capacity of each Responsible Officer of each Loan Party (including any FNIS Loan Party) executing this Amendment, the Borrower Supplemental Agreement, the FNIS Loan Party Guaranty or the FNIS Credit Guaranty; (vi) such documents and certifications as the Administrative Agent or the FNIS Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) opinions of counsel to Holdings, the Borrower and FNIS addressed to the Administrative Agent and each Lender, providing legal opinions substantially similar to those set forth on Appendix II hereto (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent); (viii) opinions of counsel to Holdings, the Borrower and FNIS addressed to the FNIS Administrative Agent and each Consenting Lender that will receive FNIS Term Loans pursuant to the terms of the Debt Exchange Agreement, providing legal opinions substantially similar to those set forth on Appendix III hereto (with standard exceptions and qualifications reasonably acceptable to the FNIS Administrative Agent); (ix) a certificate signed by a Responsible Officer of the Borrower (in such person’s capacity as an officer of the Borrower and not personally) certifying as to the satisfaction of the conditions set forth in Section 14(f) and (g) of this Amendment; (x) a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) attesting to the Solvency of FNIS and the Restricted Subsidiaries (taken as a whole) and of Holdings and the Group Members (taken as a whole) after giving effect to the FNIS Merger, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date; (xi) copies (certified to be true and complete by the Borrower) of any amendments to the FNIS Merger Agreement and the disclosure schedules thereto; (xii) a certificate signed by a Responsible Officer of FNIS (in such person’s capacity as an officer of FNIS and not personally) certifying as to the satisfaction of the conditions set forth in Section 14(h) of this Amendment; (xiii) executed counterparts of Amendment No. 1 to the Guarantee and Collateral Agreement, which sets forth the provisions set forth in Section 12 hereof, from the Borrower, Holdings, each subsidiary of Holdings party thereto and the Administrative Agent; (xiv) an acknowledgement and confirmation signed by a Responsible Officer of FNIS Merger Sub (A) acknowledging that (1) after giving effect to the FNIS Merger it shall continue to be a Loan Party, Group Member and Restricted Company under the Loan Documents with the same force and effect as if originally named therein as “Holdings”, (2) each reference to “Holdings” in the Loan Documents, or any schedule, exhibit, appendix, annex or addendum thereto, shall be deemed to be to it and (3) it shall be bound by all of the terms and provisions of the Loan Documents to which Holdings is a party and that it shall be deemed to have ratified and affirmed its continued obligations, liabilities and indebtedness of Holdings thereunder, and (B) confirming that the representations and warranties set forth in Section 13 of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents this Amendment shall be true and correct in all material respects on and as of the First Amendment No. 1 Effective Date as if made on the First Amendment Effective Date (Date, except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read such representations and warranties specifically refer to be the First Amendment Effective Date)an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date); (xv) (A) a copy of the articles of organization, with exceptions including all amendments thereto, of FNIS Merger Sub, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the foregoing being disclosed good standing of FNIS Merger Sub as of a recent date, from such Secretary of State, (B) a certificate of the Secretary or Assistant Secretary of FNIS Merger Sub dated the Amendment No. 1 Effective Date and certifying (1) that attached thereto is a true and correct copy of the limited liability company agreement of FNIS Merger Sub as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the Purchasers date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of resolutions duly adopted by the form Board of updated Schedules Directors or other governing body of FNIS Merger Sub authorizing the execution, delivery and performance of the Loan Documents to which it is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the articles of organization of FNIS Merger Sub have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (4) as to the Purchase Agreementincumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of FNIS Merger Sub, (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (B) above; and (D) such other documents as the Lenders or the Administrative Agent may reasonably request; and (iiixvi) evidence in form and substance reasonably satisfactory to the Administrative Agent that each Credit Party Consenting Lender shall have performed committed to purchase accounts receivable under the FNIS A/R Securitization Facility in an amount sufficient to satisfy the conditions set forth in Section 2(a) of this Amendment. (b) All fees and complied with all of the terms, covenants, agreements and conditions expenses required to be performed or complied with by it paid on or prior to before the First Amendment No. 1 Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers shall have waived been paid in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesfull in cash. (c) The Collateral FNIS Merger Agreement and any material agreement relating thereto shall not have been altered, amended or otherwise changed or supplemented in a manner material and adverse to the Lenders or any condition therein waived in a manner material and adverse to the Lenders, in each case without the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed). The FNIS Merger shall have been consummated, or substantially concurrently consummated, in accordance in all material respects with the terms of the FNIS Merger Agreement. (d) There shall not have occurred between December 31, 2008 and each Purchaser the Amendment No. 1 Effective Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the FNIS Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex D) with respect to FNIS, Holdings or FNIS Merger Sub (in its capacity as the surviving entity of its merger with Holdings). (e) The Lenders shall have received payment (i) audited consolidated financial statements of FNIS for all feesthe fiscal year ended December 31, expenses 2008 and costs incurred (ii) such financial information for periods ending after December 31, 2008 as shall be publicly available prior to the Amendment No. 1 Effective Date (or as may be otherwise delivered to the Borrower pursuant to the FNIS Merger Agreement). The Lenders shall have received pro forma consolidated financial statements as to FNIS and payable under Section 7.14 its Subsidiaries (after giving effect to the FNIS Merger) for (x) the 12-month period ending on the last day of the Original Purchase fiscal quarter most recently ended at least forty-five days prior to the Amendment No. 1 Effective Date and (y) the fiscal year ended December 31, 2008 and any subsequent interim period, and forecasts of balance sheets, income statements and cash flow statements for (A) each fiscal quarter of 2009 and 2010 ended after the Amendment No. 1 Effective Date and (B) each fiscal year ending on December 31, 2009 through the fiscal year ending on December 31, 2013. (f) The representations and warranties of the Borrower and Holdings contained in Section 13 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (g) No Default shall exist with respect to FNIS, FNIS Merger Sub, Holdings and their respective Subsidiaries (including the Borrower) at the time of, or after giving effect to, the Restructuring Transactions and this Amendment. (h) The representations and warranties of FNIS contained in Annex E attached hereto (and made by FNIS pursuant to the Borrower Supplemental Agreement) shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (i) The Debt Exchange Agreement shall have been duly executed by all the parties thereto and the Fee LetterDebt Exchange shall have been consummated, or substantially concurrently consummated, in accordance with the terms of the Debt Exchange Agreement. (j) The FNIS Revolving Loan Purchases and the FNIS Term Loan Purchases (other than in respect of the Debt Exchange) described in Section 2 and Section 3 of this Amendment shall have been consummated, or substantially concurrently consummated, in accordance with such sections. (k) The Administrative Agent shall have received the results of a recent lien search with respect to FNIS Merger Sub in jurisdictions in which filings are to be made pursuant to the Loan Documents, and such search shall reveal no Liens on any of the assets of FNIS Merger Sub except for Liens permitted by Section 7.1 of the Credit Agreement or discharged on or prior to the Amendment No. 1 Effective Date pursuant to documentation satisfactory to the Administrative Agent. (l) Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the assets of FNIS Merger Sub which constitute Collateral, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.1 of the Credit Agreement), shall be in proper form for filing, registration or recordation.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 3 Effective Date subject Date”) when, and only to the satisfaction of when, each of the following conditions:conditions have been satisfied (or waived by the Administrative Agent and each Lender party hereto): (a) The Purchasers Administrative Agent shall have received from (i) the Required Lenders, (ii) Holdings and (iii) the Borrower a duly executed counterpart of this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent). (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the The representations and warranties of the Credit Parties contained each Loan Party set forth in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents Section 2 shall be true and correct in all material respects (or in all respects to the extent already qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification) on and as of the First Amendment No. 3 Effective Date Date, with the same effect as if though made on the First Amendment Effective Date (except and as of such date; provided that to the extent such representations and warranties expressly made as of a prior date (other than the Closing Daterelate to an earlier date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct in all material respects (or in all respects to the extent already qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification) as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Borrower shall have paid (i) all fees payable to any Lender, the Administrative Agent or any of their respective affiliates as agreed between such Lender or the Administrative Agent and each Purchaser shall have received payment for the Borrower and (ii) all reasonable fees, expenses and costs disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and payable under Section 7.14 execution of this Amendment, in the case of clause (ii), to the extent invoiced at least three (3) Business Days prior to the date hereof. (d) The CARES Act Loan Agreement shall have been executed by the Borrower, and the Administrative Agent shall have received a copy of the Original Purchase Agreement and the Fee Lettersame.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of the First Amendment Effective Date subject only to upon the satisfaction of each of the following conditions:conditions (the “Amendment No. 1 Effective Date”): (a) The Purchasers Administrative Agent’s receipt of the following, each of which shall have received be originals, or electronic copies or facsimiles followed promptly by originals (unless otherwise specified), each properly executed by a Responsible Officer of the applicable Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this AmendmentAmendment from the Company and the Required Lenders; (ii) a guaranty substantially in the form of Exhibit G (either directly or via a guaranty supplement) or such other form of guaranty or guaranty supplement to guarantee the Guaranteed Obligations in form and substance reasonably satisfactory to the Administrative Agent and the Company, duly executed by eFunds, it being agreed that for so long as the Credit PartieseFunds Bonds are outstanding, eFunds shall guarantee such obligations only up to an amount that is permitted by the indenture governing the eFunds Bonds; (iii) executed counterparts of the Subsidiary Guaranty Amendment and the Company Supplemental Agreement (together with all schedules contemplated thereby, which schedules shall be reasonably satisfactory to the Administrative Agent); (iv) the Pledge Agreement, duly executed by each Loan Party together with: (A) certificates representing any certificated Pledged Equity referred to therein accompanied by undated stock powers executed in blank, (B) a completed Perfection Certificate in the form attached hereto as Annex B dated the Amendment No. 1 Effective Date and executed by a Responsible Officer of each Loan Party (or such other form as may be reasonably acceptable to the Administrative Agent); and (C) evidence reasonably satisfactory to the Administrative Agent that the Liens (if any) indicated on a lien search with respect to each Loan Party in the jurisdiction where such Loan Party is located (within the meaning of Section 9-307 of the Uniform Commercial Code as in effect in the State of New York) either (1) with respect to the Company and its subsidiaries existing prior to the time of the eFunds Merger, are permitted by Section 7.01 or (2) with respect to eFunds and its subsidiaries existing at the time of the eFunds Merger, are disclosed on the schedules to the eFunds Merger Agreement or are otherwise permitted to exist by the eFunds Merger Agreement without giving the Company the right to refuse to close on the eFunds Merger as a result of the existence of such Liens; (v) evidence (in form reasonably satisfactory to the Administrative Agent) of the identity, authority and capacity of each Responsible Officer of each Loan Party executing this Amendment, the Purchasers Subsidiary Guaranty Amendment or Subsidiary Guaranty, the Company Supplemental Agreement or any Collateral Document on the Amendment No. 1 Effective Date; (vi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) opinions of counsel to the Company addressed to each Agent and each Lender providing legal opinions substantially similar to those set forth on Annex C hereto (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent); (viii) a certificate signed by a Responsible Officer of the Company certifying as to the satisfaction of the conditions set forth in Section 15(f) and (g) of this Amendment; (ix) a certificate attesting to the Solvency of the Company and the Collateral AgentRestricted Subsidiaries (taken as a whole) after giving effect to the eFunds Transactions, this Amendment and each of the other transactions contemplated to occur on the Amendment No. 1 Effective Date from the chief financial officer, treasurer or assistant treasurer of the Company; and (x) copies (certified to be true and complete by the Company) of any amendments to the eFunds Merger Agreement and the disclosure schedules thereto. (b) As All fees and expenses required to be paid on or before the Amendment No. 1 Effective Date shall have been paid in full in cash. (c) The eFunds Merger Agreement and any material agreement relating thereto shall not have been altered, amended or otherwise changed or supplemented in a manner material and adverse to the Lenders or any condition therein waived in a manner material and adverse to the Lenders, in each case without the consent of the First Amendment Effective DateArrangers (which shall not be unreasonably withheld or delayed). The eFunds Merger shall have been consummated, and giving effect to or substantially concurrently consummated, in accordance with the First Amendment terms of the eFunds Merger Agreement. (d) There shall not have occurred between December 31, 2006 and the 2019 Equity Issuance;Amendment No. 1 Effective Date any event, occurrence, change, state of circumstances or condition which, individually or in the aggregate has had or is reasonably likely to have a “Material Adverse Effect” (as defined in the eFunds Merger Agreement and set forth for ease of reference in the annex attached hereto as Annex A). (e) The Lenders shall have received (i) no Event audited consolidated financial statements of Default shall have occurred eFunds for the fiscal year ended December 31, 2006 and be continuing; (ii) such financial information for periods ending after December 31, 2006 as shall be publicly available prior to the Amendment No. 1 Effective Date (or as may be otherwise delivered to the Company pursuant to the eFunds Merger Agreement). The Lenders shall have received pro forma consolidated financial statements as to the Company and its Subsidiaries, and forecasts of balance sheets, income statements and cash flow statements on a quarterly basis for the first year following the Amendment No. 1 Effective Date and on an annual basis for each year thereafter until the Maturity Date. (f) The representations and warranties of the Company contained in Section 14 of this Amendment and the representations and warranties of the Credit Parties Company and each other Borrower contained in ARTICLE V Article 5 of the Original Purchase Credit Agreement and in the other Operative Loan Documents shall be true and correct in all material respects on and as of the First Amendment No. 1 Effective Date as if made on the First Amendment Effective Date (Date, except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read that such representations and warranties specifically refer to be the First Amendment Effective Date)an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date); provided that the only representations involving eFunds and its Subsidiaries, with exceptions the making of which shall be a condition to the foregoing being disclosed effectiveness of this Amendment, shall be (A) the representations and warranties made by or with respect to eFunds or its Subsidiaries in the eFunds Merger Agreement as are material to the Purchasers in the form interests of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the termsLenders, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, but only to the extent that any schedules hereto are incomplete or inaccurate the Company has the right to terminate its obligations under the eFunds Merger Agreement as a result of a breach of such representations and warranties in the eFunds Merger Agreement and (B) the representations and warranties set forth in Sections 5.02 (other than clause (c)(ii) thereof), 5.04, 5.12 and 5.15 of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesAgreement (as amended by this Amendment). (cg) The Collateral Agent Subject to clause (f) above, no Default shall exist with respect to the Company and each Purchaser shall have received payment for all feesits Subsidiaries at the time of, expenses or after giving effect to, the eFunds Transactions and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letterthis Amendment.

Conditions to Effectiveness of Amendment. This The amendments to the Amended Purchase Agreement in this Amendment shall be effective as of the First Second Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent, and the Amendment Fee Notes, duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) As of the First Second Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance;, (i) no Default or Event of Default shall have occurred and be continuingcontinuing other than as are being waived pursuant to the Limited Waiver and Release among the parties hereto and dated of even date herewith; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Amended Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Second Amendment Effective Date as if made on the First Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the foregoing Second Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto to the Purchase Agreement are incomplete or inaccurate as of the First Second Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 6 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by the Credit Parties, the Purchasers and the Collateral Agent.authorized officer of each Loan Party; (b) As the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the First Parent Borrower and its subsidiaries) (A) from Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan Parties and (B) from Xxxxxxxxx Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to the First Amendment and the 2019 Equity Issuance; this Amendment; (iii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuingcontinuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (iii) the representations Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 6 (2017-1) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement Amendment No. 6 (2017-1) Arrangers and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except b) to the extent expressly made invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP); (j) subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 6 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior date (other than to the Closing Amendment No. 6 Effective Date, which shall be read all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to be the First Amendment No. 6 Effective Date); (o) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Purchasers in Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the form Term Loan Agreement and the applicable provisions of updated Schedules to the Purchase AgreementCollateral Documents; and (iiip) each Credit Party the Agent shall have performed and complied with all of the termsreceived, covenants, agreements and conditions to be performed or complied with by it on or prior to or substantially concurrently with the First Amendment Effective Date (other than any failure to perform or comply with such termseffectiveness of this Amendment, covenants, agreements and conditions which the Purchasers have waived a prepayment of 2016-2 Term B-4 Loans in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as an aggregate principal amount of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules$250,000,000. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the date (the “First Amendment Effective Date subject only to the satisfaction of each Date”) on which all of the following conditionsconditions precedent have been satisfied or waived: (ai) The Purchasers the General Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed authorized officer of the U.S. Borrower, the other Borrowers, the Majority Lenders and Extending Lenders to the extent required by clause (vi) below; provided that any Lender may signify its consent to this Amendment by instead executing a “lender addendum” in a form as provided by the Credit Parties, the Purchasers and the Collateral Administrative Agent.; (bii) As the General Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each Loan Party signatory thereto; (iii) the General Administrative Agent shall have received (a) for distribution to each Term Lender which has delivered an executed counterpart of this Amendment to the General Administrative Agent on or prior to the First Amendment Effective Date, and giving effect an amendment fee equal to the First Amendment and the 2019 Equity Issuance; (i) no Event 1.00% of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made such Term Lender’s outstanding Term Loans on the First Amendment Effective Date (except it being agreed that the amendment fee is payable to a Term Lender only if such Term Lender has delivered an executed counterpart of this Amendment to the extent expressly made as of a General Administrative Agent on or prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to time that the Purchasers General Administrative Agent has received executed counterparts of this Amendment from the Majority Lenders, as determined by the General Administrative Agent in the form of updated Schedules to the Purchase Agreement; and its sole discretion) and (iiib) each Credit Party shall have performed all other fees and complied with all of the terms, covenants, agreements amounts due and conditions to be performed or complied with by it payable on or prior to the First Amendment 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 than any failure Loan Document; (iv) the General Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the General Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to perform act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or comply with such terms, covenants, agreements and conditions which is to be a party; (v) the Purchasers General Administrative Agent shall have waived in writing), and, received evidence reasonably satisfactory to it that the extent that any schedules hereto are incomplete or inaccurate as of U.S. Borrower has given an irrevocable call notice to redeem all 2009 Notes outstanding on the First Amendment Effective Date, Date and has taken such other steps in connection with the Credit Parties shall deliver updated schedules.redemption of the 2009 Notes as the General Administrative Agent may reasonably require; and (cvi) The Collateral the General Administrative Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 evidence reasonably satisfactory to it that the aggregate principal amount of the Original Purchase Agreement Tranche A U.S. Revolving Credit Commitments on the First Amendment Effective Date (after giving effect to the minimum Revolving Credit Commitment Reduction of 33.33% and any simultaneous addition of any new U.S. Revolving Lenders pursuant to Section 2.6 of the Fee LetterExisting Credit Agreement) will be not less than $700,000,000.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; (b) As of The Borrower shall have paid to all Existing Term Loan Lenders on the First Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Default or Event of Default shall have occurred and be continuing;; and (iif) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct Borrower, dated as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers substantially in the form of updated Schedules Exhibit E to the Purchase Credit Agreement; and , with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (iiiB) each Credit Party shall have performed and complied with all (B) (x) a copy of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as resolutions of the First board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment Effective Date(and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the Credit Parties shall deliver updated schedules. extensions of credit contemplated hereunder, (cy) The Collateral Agent the Certificate of Incorporation and each Purchaser shall have received payment for all feesBy-Laws, expenses Certificate of Formation and costs incurred Operating Agreement or other comparable organizational documents, as applicable, of Holdings and payable under Section 7.14 the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Original Purchase Agreement Authorized Officers of Holdings and the Fee LetterBorrower executing the Credit Documents to which it is a party.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 5 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by the Credit Parties, the Purchasers and the Collateral Agent.authorized officer of each Loan Party; (b) As the Agent shall have received (x) a counterpart of this Amendment, executed and delivered by the (i) 2016-2 Additional Term B-4 Lender, (ii) 2016-2 Additional Term B-5 Lender and (iii) 2016-1 Additional Term B-6 Lender and (y) Consents from Lenders constituting the Required Lenders, provided that the 2016-2 Additional Term B-4 Lender, the 2016-2 Additional Term B-5 Lender and the 2016-1 Additional Term B-6 Lender shall be deemed to have consented to this Amendment; (c) the Agent shall have received an executed Joinder entered into by the 2016-1 Additional Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by the 2016-2 Additional Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by the 2016-2 Additional Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the First Parent Borrower and its subsidiaries) (A) from Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan Parties and (B) from Xxxxxxxxx Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 5 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 5 Effective Date or, if applicable, that no modifications have been made to such documents since, with respect to (aa) the subsidiaries of Albertsons Companies, LLC that are Subsidiary Guarantors and Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, January 30, 2015, (bb) Albertsons Companies, LLC, December 21, 2015, (cc) New Xxxxxxxxx’x, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC, Giant of Salisbury, Inc. and Collington Services LLC), December 21, 2015, (dd) ASP Realty, LLC, January 28, 2016 and (ee) Giant of Salisbury, Inc. and Collington Services LLC, November 16, 2016 (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 5 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 5 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to the First Amendment and the 2019 Equity Issuance; this Amendment; (iii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuingcontinuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (iii) The Parent Borrower shall have paid (or have caused to be paid), (a) to the representations Amendment No. 5 (2016-2) Arrangers (as defined herein) in immediately available funds, all fees owing to the Amendment No. 5 (2016-2) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement Amendment No. 5 (2016-2) Arrangers and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except b) to the extent expressly made invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 5 (2016-2) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP); (i) Subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 5 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior date (other than to the Closing Amendment No. 5 Effective Date, which shall be read all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to be the First Amendment No. 5 Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iiio) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Credit Party shall have performed Mortgaged Property, and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Term Loan Agreement and the Fee Letterapplicable provisions of the Collateral Documents.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-2 Lender and (II) from Additional Tranche B-3 Term Loan Lenders having Additional Tranche B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; (b) As of The Borrower shall have paid to all Existing Term Loan Lenders on the First Amendment No. 4 Effective Date, and giving effect to simultaneously with the First Amendment and the 2019 Equity Issuance; making (ior deemed making) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of Tranche B-3 Term Loans under the Credit Parties contained in ARTICLE V of the Original Purchase Agreement Agreement, all accrued and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made unpaid interest on the First Existing Term Loans to, but not including, the Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment No. 4 Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules.; (c) The Collateral Administrative Agent and each Purchaser shall have received payment for the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, expenses charges and costs incurred disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and payable under Section 7.14 the Amendment No. 4 Arrangers) of the Original Purchase Administrative Agent for which invoices have been presented prior to the Amendment No. 4 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the Fee Lettercase of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of the First Amendment Effective Date subject only to upon the satisfaction (or waiver in writing by each Lender) of each of the following conditionsconditions precedent: (a) The Purchasers shall have received receipt by the Borrower, the Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Lenders of a counterpart signature of the others to this Amendment, Amendment duly executed and delivered by each of the Credit PartiesBorrower, the Purchasers Additional Delayed Draw Borrower, the Guarantors, the Administrative Agent and the Collateral Agent.Lenders; (b) As the hiring by Holdings of a Chief Restructuring Officer acceptable to each Lender in its sole and absolute discretion (the “CRO”), reporting directly to the special restructuring committee of the First Amendment Effective board of directors of Holdings, to (i) oversee all aspects of daily and weekly cash flows, including both receivables and payables management (ii) be granted sole approval rights over all cash disbursements and (iii) develop and ensure compliance with the Weekly Budget; (c) receipt by the Administrative Agent of the Closing Budget in a form acceptable to the Lenders, collectively, in their sole and absolute discretion; (d) receipt by the Administrative Agent of all notices, certificates, and other documentation provided by the Borrower or any of its Affiliates, or any of its or their officers or directors, to Silicon Valley Bank pursuant to the SVB Loan Agreement since April 1, 2017, including any borrowing base certificates, summary accounts receivable and accounts payable agings, and inventory certificates; (e) receipt by the Administrative Agent of a payoff letter from Silicon Valley Bank, in form and substance satisfactory to each Lender in its sole and absolute discretion; (f) receipt by the Administrative Agent of a Secretary’s Certificate, with respect to the Borrower, the Additional Delayed Draw Borrower and the Guarantors, in substantially the form delivered on the Restatement Date, in each case attaching resolutions of each such Person’s Board of Directors (or other managing body, in the case of other than a corporation) then in full force and giving effect to authorizing the First execution, delivery and performance of this Amendment and the 2019 Equity Issuancetransactions contemplated hereby; (ig) no Event receipt by the Administrative Agent of Default shall have occurred and be continuing; (ii) the representations and warranties a copy of a good standing certificate for each of the Credit Parties contained in ARTICLE V Borrower, the Additional Delayed Draw Borrower and the Guarantors, dated within 30 days of the Original Purchase Agreement and in date hereof, from the other Operative Documents shall be true and correct as jurisdiction of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case formation for each such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementPerson; and (iiih) each Credit Party shall have performed and complied with all receipt by the Administration Agent of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior an opinion of counsel to the First Amendment Effective Date (other than any failure to perform or comply with such termsBorrower, covenantsthe Additional Delayed Draw Borrower and the Guarantors, agreements in form and conditions which the Purchasers have waived in writing), and, substance reasonably satisfactory to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesLenders in their sole discretion. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This The amendments to the Existing Purchase Agreement in this Amendment shall be effective as of the First Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent duly executed by the Borrowers, the Purchasers and the Collateral Agent. (b) All conditions set forth in Section 4.5 shall have been satisfied or waived, and any updates to schedules required under Section 4.5(e) are attached as Exhibit B to this First Amendment to Second Amended and Restated SPA (which attachment includes the updated Schedule 1.1(d)). (c) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance;, (i) no Default or Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with updated qualifications and exceptions to such representations and warranties as of the foregoing First Amendment Effective Date being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementAgreement attached hereto as Exhibit B; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 4 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by the Credit Parties, the Purchasers and the Collateral Agent.authorized officer of each Loan Party; (b) As Agent shall have received a counterpart of this Amendment, executed and delivered by the (i) Additional Term B-4 Lender, (ii) Additional Term B-5 Lender, (iii) Additional Term B-6 Lender and (iv) Consents from Lenders constituting the Required Lenders, provided that the Additional Term B-4 Lender, the Additional Term B-5 Lender and the Additional Term B-6 Lender shall be deemed to have consented to this Amendment; (c) Agent shall have received an executed Joinder entered into by the Additional Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (d) Agent shall have received an executed Joinder entered into by the Additional Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (e) Agent shall have received an executed Joinder entered into by the Additional Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (f) Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the First Parent Borrower and its subsidiaries) (A) from Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan Parties, (B) from Xxxxxxxxx Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, (C) from Xxxxxx PLC, Michigan counsel to the Loan Parties, (D) from Ice Xxxxxx, LLP, Indiana counsel to the Loan Parties, (E) from Xxxxxxxxxxx, Xxxxxx & Xxxxxx LLP, Maine counsel to the Loan Parties, and (F) from Xxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP, Ohio counsel to the Loan Parties, in each case addressed to the Agent and the Term Lenders; (g) Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 4 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 4 Effective Date or, if applicable, that no modifications have been made to such documents since, with respect to (aa) the subsidiaries of Albertsons Companies, LLC that are Subsidiary Guarantors, Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, January 30, 2015, (bb) Albertsons Companies, LLC, December 21, 2015, (cc) New Xxxxxxxxx’x, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC), December 21, 2015 and (dd) ASP Realty, LLC, January 28, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 4 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 4 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to the First Amendment and the 2019 Equity Issuance; this Amendment; (iii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuingcontinuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (iii) The Parent Borrower shall have paid (or have caused to be paid), (a) to the representations Amendment No. 4 Arrangers in immediately available funds, all fees owing to the Amendment No. 4 Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date No. 4 Arrangers, (except b) to the extent expressly made invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 4 Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP), (c) to the Administrative Agent, for the account of each Term B-6 Lender, a closing fee of 0.25% of such Lender’s Term B-6 Loans, (d) to the Administrative Agent, for the account of each Replacement Term B-5 Lender, a closing fee of 0.25% of such Lender’s Replacement Term B-5 Loans and (e) to the Administrative Agent, for the account of each Replacement Term B-4 Lender, a closing fee of 0.25% of such Lender’s Replacement Term B-4 Loans; (i) Subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing and (ii) after giving effect to the establishment of the Term B-6 Loans, and the borrowings thereunder, on the Amendment No. 4 Effective Date, the Borrowers shall be in compliance with Section 2.8 of the Term Loan Agreement; (k) Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 4 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (m) Agent shall have received a Committed Loan Notice for the Term Loans; (n) Agent shall have received, at least five (5) Business Days prior date (other than to the Closing Amendment No. 4 Effective Date, which shall be read all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to be the First Amendment No. 4 Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iiio) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Credit Party shall have performed Mortgaged Property, and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Term Loan Agreement and the Fee Letterapplicable provisions of the Collateral Documents.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of the First Amendment Effective Date subject only to December 29, 2018 upon the satisfaction of each of the following conditions:conditions precedent (the “Sixth Amendment Effective Date”): (a) The Purchasers Each party hereto shall have received executed and delivered this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Amendment to Agent.; (b) As Agent shall have received fully executed copies, in form and substance reasonably satisfactory to Agent, of an amendment to the Term Loan Agreement and an amendment to the fee letter delivered in connection therewith, each dated as of the First date hereof; (c) Agent shall have received a fully executed copy, in form and substance reasonably satisfactory to Agent, of the Consent and Amendment No. 1 to Intercreditor Agreement, dated as of the date hereof, between Agent and Term Loan Agent, together with a fully executed copy of an acknowledgement and consent thereto executed by each Borrower and each Guarantor; (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (or other equivalent governing body or member) of Company authorizing the execution, delivery and performance of this Amendment and amendment described in clause (b) above; (e) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (f) Agent shall have received payment of all fees payable to Agent and Lenders as of the Sixth Amendment Effective Date, and giving effect including pursuant to the First Fee Letter, dated as of the date hereof, between Company and Agent, and all other fees, charges and disbursements of Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of the Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith that have been invoiced on or before the 2019 Equity Issuance;date hereof; and (ig) no No Default or Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of (the First Amendment “Effective Date subject Date”) when and only to the satisfaction of each of the following conditionswhen: (a) The Purchasers the Administrative Agent shall have received executed counterparts of this AmendmentAmendment from the Borrower, duly executed by the Credit Parties, the Purchasers each Guarantor and the Collateral Agent.Lenders; (b) As the Borrower shall have paid to the Administrative Agent, for the account of each Lender a fee in the amount equal to 0.30% times the positive remainder, if any, of (i) such Lender’s Revolving Loan Commitment Percentage of the First Amendment Effective Date, and Borrowing Base after giving effect to the First provisions of Sections 2.1 and 2.2 of this Amendment, minus (ii) such Lender’s Revolving Loan Commitment Percentage of the Borrowing Base immediately prior to giving effect to the provisions of Sections 2.1 and 2.2 of this Amendment (or if a Lender was not party to the Original Agreement prior to the effectiveness of this Amendment, zero), which fee shall be due and payable on the 2019 Equity Issuancedate hereof; (i) no Event of Default shall have occurred and be continuing; (iic) the representations and warranties of the each Credit Parties Party contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Financing Documents shall be true true, correct and correct complete in all material respects (or in all respects if such representation or warranty is by its terms already qualified as to materiality) on and as of the First Amendment Effective Date as if made on the First Amendment Effective Date (Date, except to the extent expressly made as of that any such representation or warranty relates to a prior specific date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties representation or warranty shall be true and correct as of such earlier date; (d) the Administrative Agent shall have received a certificate of the secretary, assistant secretary or other Responsible Officer of Borrower certifying as of the Effective Date (i) that there have been no changes to the Organizational Documents of Borrower since the Closing Date, (ii) the resolutions of Borrower approving this Amendment, and other documents executed in connection with this Amendment and the related transactions (which certification may, if applicable, be by reference to previously adopted resolutions), with exceptions and (iii) the signature and incumbency certificates of the officers of Borrower (which certification may, if applicable, be by reference to previously delivered incumbency certificates); (e) the Administrative Agent shall have received a certificate of the secretary, assistant secretary or other Responsible Officer of each Guarantor certifying as of the Effective Date (i) that there have been no changes to the foregoing being disclosed Organizational Documents of such Guarantor since the Closing Date, (ii) the resolutions of such Guarantor approving this Amendment, and other documents executed in connection with this Amendment and the related transactions (which certification may, if applicable, be by reference to previously adopted resolutions), and (iii) the Purchasers in signature and incumbency certificates of the form officers of updated Schedules such Guarantor (which certification may, if applicable, be by reference to previously delivered incumbency certificates); (f) as of the Purchase AgreementEffective Date and immediately after, no Default or Event of Default shall have occurred and be continuing; and (iiig) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Administrative Agent and each Purchaser shall have received payment for all feesdocuments and instruments that Administrative Agent has then reasonably requested, expenses in addition to those described in this Section 3.1 (all such additional documents and costs incurred instruments shall be reasonably satisfactory to Administrative Agent in form, substance and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letterdate).

Conditions to Effectiveness of Amendment. This Amendment ---------------------------------------- shall be become effective as on the later to occur of (x) May 15, 2001, and (y) the First Amendment Effective Date subject only to first day when the satisfaction of each Administrative Agent shall have received all of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent. (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; documents: (i) no Event counterparts of Default shall have occurred this Amendment as executed on behalf of Borrower and be continuing; the Lenders, together with the Acknowledgment and Agreement of Subsidiary Guarantors as executed on behalf of the Subsidiary Guarantors, (ii) the representations and warranties replacement Syndicated Note in favor of Comerica Bank (the Credit Parties contained "Comerica Replacement -------------------- Note") reflecting the increase in ARTICLE V its Commitment pursuant to this Amendment, as ---- executed on behalf of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing DateBorrower, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed a certificate of Borrower signed by the Secretary or an Assistant Secretary of Borrower, certifying as to the names, true signatures and complied with all incumbency of the termsofficer or officers authorized to execute and deliver this Amendment and the Comerica Replacement Note, covenantstogether with copies of the resolutions adopted by the board of directors of Borrower authorizing the execution, agreements delivery and conditions to be performed performance of this Amendment and the Comerica Replacement Note, and any amendments, supplements, or complied with by it on or prior other changes to the First Amendment Effective Date certificate of incorporation or by-laws of Borrower since January 31, 2001, and (iv) the favorable opinions of (A) Xxxxxxx X. Xxxxxx, general counsel of Borrower, and (B) Xxxxxx & Bird, LLP, special counsel for Borrower, covering matters relating to Borrower, this Amendment, the Comerica Replacement Note, and such other than matters as the Administrative Agent or any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as Lender may reasonably request. The later of the First dates in the preceding sentence shall be the "Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.No. 2

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of the First Amendment Effective Date subject date when, and only to the satisfaction of when, each of the following conditions:conditions precedent shall have been satisfied or waived in writing by Agent (the effective date of this Amendment, the “Effective Date”): (a) The Purchasers Agent shall have received counterparts to this Amendment, duly executed by the Credit PartiesAgent, the Purchasers Lenders and the Collateral AgentObligors. (b) As Agent shall have received a true and accurate copy of the First Amendment Effective Date, and giving effect an effective amendment to the First Amendment and the 2019 Equity Issuance; Permitted Term Debt Agreement that (i) no Event provides that Obligors shall not be obligated to comply with Section 7.23 of Default shall have occurred the Permitted Term Debt Agreement for any period ending after September 30, 2013 and be continuing; (ii) the representations and warranties amends Section 7.24 of the Credit Parties contained Permitted Term Debt Agreement in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except a manner reasonably satisfactory to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesAgent. (c) The Collateral As soon as practicable but in any event no later than 15 days after the Effective Date, SI UK shall have executed and delivered to Agent all documents reasonably requested by Agent to enable Agent to obtain and maintain a perfected fixed charge over SI UK’s Dominion Accounts in the United Kingdom. (d) Borrowers shall have paid to Agent, for the account of each Lender (including Bank of America, N.A., in its capacity as a Lender) that executes and delivers to Agent by 3:00 p.m. New York City time on November 8, 2013 a counterpart to this Amendment (each such Lender, an “Approving Lender”), an amendment fee in an amount equal to ten (10) basis points multiplied by such Approving Lender’s Commitment. (e) Borrowers shall have paid all other fees and amounts due and payable to Agent and each Purchaser shall have received payment for all feesits legal counsel in connection with the Loan Agreement, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement this Amendment and the other Loan Documents, including, (i) the fees payable pursuant to that certain Amendment Fee Letter.Letter dated as of November 8, 2013 between Borrowers and Agent, and

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 3 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by each applicable party: (a) The Purchasers Administrative Agent shall have received executed signature pages to this Amendment, duly executed by Amendment from the Credit PartiesLenders, the Purchasers Borrower and the Collateral Agent.each other Loan Party; (b) As The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date, and giving effect provided that, to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the extent that such representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents specifically refer to an earlier date, they shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct all material respects as of such earlier date); (c) At the time of and immediately after giving effect to this Amendment, with exceptions no Default has occurred and is continuing; (d) The Borrower shall have paid or caused to be paid all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (without duplication) including the reasonable fees, charges and disbursements of legal counsel to the foregoing being disclosed to the Purchasers Administrative Agent incurred in the form of updated Schedules to the Purchase Agreementconnection with this Amendment; and (iiie) each Credit Party The Borrower shall have performed and complied with all paid, (i) for the account of each Lender that has returned an executed signature page to this Amendment to the terms, covenants, agreements and conditions to be performed or complied with by it on Administrative Agent at or prior to 5:00 p.m. (New York City time) on February 22, 2016, amendment fees in the First Amendment Effective Date amount equal to 0.15% of the sum, without duplication, of such Lender’s outstanding Revolving Loans and Revolving Commitments, (other than any failure to perform ii) for the account of each Lender, all fees accrued under the Credit Agreement in respect of the Terminated Commitments and (ii) for the account of Royal Bank of Canada (or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingits applicable affiliates), and, such other fees as shall have been agreed with Royal Bank of Canada in writing prior to the date hereof. (f) The Borrower shall have prepaid the outstanding Loans and/or Cash Collateralized the outstanding L/C Obligations to the extent that any schedules hereto are incomplete or inaccurate as of the First Total Revolving Outstanding on the Amendment No. 3 Effective Date, the Credit Parties shall deliver updated schedulesDate exceeds $20,000,000. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Section 3 of this Amendment shall be become effective as of the date (the “First Amendment Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions have been satisfied or waived: (a) The Purchasers Administrative Agent (or its counsel) shall have received this Amendment, (i) a duly executed by and completed counterpart hereof that bears the Credit Partiessignature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (iii) a duly executed and completed counterpart hereof that bears the signature of each of the Lenders, the Purchasers Supplemental Term Lenders and the Collateral Agent.each Issuing Bank; (b) As The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party; (c) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the First Amendment Effective Date) in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement, (ii) on behalf of itself, BMO Capital Markets Corp., as lead arranger, and each Lender consenting to this Amendment, the fees owed to it, BMO Capital Markets Corp. and/or such Lender pursuant to that certain mandate letter, dated as of August 24, 2018, between the Borrower and BMO Capital Markets Corp. and (iii) on behalf of each Lender, all accrued interest on outstanding Loans on the First Amendment Effective Date and, if such Lender is a Revolving Lender, all commitment fees and participation fees payable under Section 2.12 of the Credit Agreement, whether or not any such amounts are then due and payable; (d) No Event of Default or Default shall have occurred and be continuing both before and after giving effect to the transactions contemplated by this Amendment, including the funding of the Supplemental Term Loans; (e) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any other Loans or other extensions of credit to be made to the Borrower on the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of set forth in the Amended Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Loan Documents shall be are true and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read such representation and warranty speaks to be the First Amendment Effective Date)an earlier date, in which case such representation and warranty is true and correct in all material respects (or, to the extent such representations and warranties shall be true are qualified by materiality, in all respects) on and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form and (ii) no Default or Event of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed Default has occurred and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it is continuing on or prior to the First Amendment Effective Date (other than any failure both before and after giving effect to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), andthis Amendment, to the extent that Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any schedules hereto are incomplete other Loans or inaccurate extensions of credit to be made to the Borrower on the First Amendment Effective Date; (f) The Administrative Agent shall have received a certificate of each Loan Party, dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Credit Parties shall deliver updated schedules.Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching a copy of (i) each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing this Amendment, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the Loan Documents to which it is a party, in each case, certified as of the First Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, as applicable; (cg) The Collateral Administrative Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 a certificate of the Original Purchase Agreement chief financial officer or treasurer (or other comparable officer) of Holdings certifying the solvency, after giving effect to this Amendment and assuming the Supplemental Term Loans have been fully funded on the First Amendment Effective Date, of Holdings and its Subsidiaries on a consolidated basis in substantially the form of Exhibit E to the Amended Credit Agreement; (h) The Administrative Agent shall have received the executed legal opinion (addressed to the Administrative Agent, the Lenders and the Fee LetterIssuing Banks and dated the First Amendment Effective Date) of (i) Xxxx Xxxxxxx & Xxxxxx LLP, New York counsel to the Loan Parties, and (ii) Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, Georgia counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (i) The Administrative Agent shall have received at least two (2) Business Days prior to the First Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the First Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” rules and regulations; and (j) After giving effect to this Amendment, to the Supplemental Revolving Commitments and to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and any other Loans or credit extensions to be made to the Borrower on the First Amendment Effective Date, the Borrower is in pro forma compliance with the financial covenant set forth in Section 6.10 of the Amended Credit Agreement as of the last day of the most recent Test Period.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-1/B-3 Lender, (II) from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Settlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which Lenders described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, duly executed by (ii) from the Credit PartiesAdministrative Agent, and (iii) from the Purchasers Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the Collateral Agent.case of such Cashless Option Tranche B-1/B-3 Lenders, a Consent to Amendment No. 7) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) As of The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the First Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 7 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 7 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Amendment No. 7 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 7 Effective Date; (e) The representations and warranties set forth in Section 3 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Amendment No. 7 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 7 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the First Amendment incurrence of the Tranche B-4 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the 2019 Equity IssuanceCredit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) no Event of Default The Administrative Agent shall have occurred and be continuingreceived a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (iij) The Tranche B-4 Term Loan Lenders shall have received prior to the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment No. 7 Effective Date such documentation and other information about the Borrower and the Guarantors as if made on shall have been reasonably requested in writing by such Lender at least 10 days prior to the First Amendment No. 7 Effective Date (except to and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementPatriot Act; and (iiik) each Credit Party shall have performed If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and complied with all of any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the terms, covenants, agreements and conditions to be performed or complied with by it on or Borrower at least 10 days prior to the First Amendment No. 7 Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers shall have waived in writing), and, received prior to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment No. 7 Effective Date, a Beneficial Ownership Certification in relation to the Credit Parties shall deliver updated schedulesBorrower. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment Acceptance by the Banks of the foregoing amendments shall be effective as of the First Amendment Effective Date subject only subject, without limitation, to the satisfaction of each of the following conditions: (a) The Purchasers No Default or Event of Default under the Credit Agreement shall have received this Amendment, duly executed occurred and be continuing (other than a Default or Event of Default which shall have been waived in writing by the Credit Parties, the Purchasers and the Collateral AgentBanks). (b) As of All proceedings in connection with the First transactions contemplated by this Amendment Effective Dateshall be reasonably satisfactory in form and substance to the Majority Banks and the Agent's Special Counsel, and giving effect to the First Amendment Agent shall have received all information and such counterpart originals or certified copies of such documents and such other certificates, opinions or documents as the Majority Banks and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesAgent's Special Counsel may reasonably require. (c) The Collateral Borrower shall have executed and delivered to the Agent and for redistribution to each Purchaser of the Banks a replacement Revolving Credit Note in the amount of each Bank's Commitment as set forth in Schedule I hereto. (d) Each of the Banks shall have received payment for all feesthe favorable opinions addressed to the Banks and the Agent and dated the Effective Date, expenses in form and costs incurred substance satisfactory to the Agent, of Xxxxx X. Xxxxxxxxx, Senior Vice President and payable under Section 7.14 General Counsel of the Original Purchase Agreement REIT and the Fee LetterBorrower. (e) The Borrower shall have paid to the Agent for the benefit of the Banks all amounts owing by the Borrower on the Effective Date pursuant to ss. 4.9 of the Credit Agreement on account of the modification of the Commitments on that date effected by this Amendment. (f) BKB shall have received the compensation contemplated in the third paragraph of the letter dated June 4, 1998 from BKB to the REIT.

Conditions to Effectiveness of Amendment. This Amendment shall be effective as of the First Second Amendment Effective Date subject only to the satisfaction of each of the following conditions: (a) The Purchasers Lenders shall have received this Amendment, duly executed by the Credit Parties, the Purchasers Parties and the Collateral Agent.Amendment Fee Notes, duly executed by the Borrowers, and a true, correct and complete copy of the Sale Agreement, which shall be attached hereto as Exhibit A. (b) The Borrowers shall pay to the Lenders a non-refundable amendment fee equal to $348,149.65 (which amount is 1.0% of the aggregate Principal Amount of the Notes, excluding the Bridge Notes) (the “Amendment Fee”), which shall be evidenced by the Amendment Fee Notes. The Amendment Fee shall be fully earned on the date hereof and non-refundable. (c) As of the First Second Amendment Effective Date, and after giving effect to the First Second Amendment and the 2019 Equity Issuance;transactions contemplated hereby, (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V 4 of the Original Purchase Agreement and in the other Operative Documents Transaction Agreements shall be true and correct in all material respects (without duplication of qualifiers therein as to materiality or Material Adverse Effect) as of the First Second Amendment Effective Date as if made on the First Second Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Restated Closing Date, which shall be read to be the First Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers Lenders in the form of updated Schedules to the Purchase Agreement; and (iii) each the Credit Party Parties shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Second Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have Lender has waived in writing), and, to the extent that any schedules Schedules hereto are incomplete or inaccurate as of the First Second Amendment Effective Date, the Credit Parties shall deliver updated schedulesSchedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as upon satisfaction (or waiver in accordance with Section 13.13 of the First Amendment Effective Date subject only to the satisfaction Credit Agreement) of each of the following conditions:conditions precedent (the date of satisfaction of all of the following conditions precedent, the “Amendment No. 1 Effective Date”): (a) The Purchasers i. the Administrative Agent shall have received counterpart signature pages of this Amendment, Amendment duly executed by each of the Credit Partiesfollowing: (i) the Borrower, (ii) Lenders and (iii) the Purchasers and the Collateral Administrative Agent. (b) As of ii. the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; Borrower shall have paid (i) all expenses (including, without limitation, all fees and expenses of counsel) of the Administrative Agent and Bank of America, N.A., in each case incurred in connection with this Amendment that are required to be paid pursuant to the terms of the Credit Agreement and the Amendment, as applicable for which an invoice has been submitted to the Borrower and (ii) all fees set forth in that certain fee letter dated as of October 24, 2019; iii. each of the representations and warranties set forth herein and in the Amended Credit Agreement shall be true and correct in all material respects as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects; iv. no Default or Event of Default shall have occurred and be continuingcontinuing or would occur as a result of the execution and delivery hereof by the Borrower; (ii) v. the representations and warranties Administrative Agent shall have received a copy of the Credit Parties contained in ARTICLE V certificate of an appropriate officer of the Original Purchase Agreement Borrower, certifying to the Administrative Agent on behalf of the Borrower that each of the conditions set forth in clauses (c) and in the other Operative Documents shall be true and correct (d) above have been satisfied as of the First date hereof; vi. the Administrative Agent shall have received copies of the Borrower’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or individual holding a comparable position); vii. the Administrative Agent shall have received copies of resolutions (or equivalent authorizations) of the Borrower’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Amendment Effective Date as if made and the other Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on the First Amendment Effective Date Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other appropriate officer; viii. the Administrative Agent shall have received copies of the certificates of good standing (except or equivalent instrument) for the Borrower (dated no earlier than 30 days prior to the extent expressly made as date hereof) from the office of a prior date the secretary of state (other than or equivalent) of the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as jurisdiction of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementits incorporation or organization; and (iii) each Credit Party ix. To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have performed and complied with all of the termsdelivered, covenants, agreements and conditions to be performed or complied with by it on or at least three (3) Business Days prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment No. 1 Effective Date, to each Lender that so requests at least ten (10) Business Days prior to the Credit Parties shall deliver updated schedulesAmendment No. 1 Effective Date, a Beneficial Ownership Certification in relation to the Borrower. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment, including the amendments set forth in Section 2, shall become effective and the provisions set forth in Sections 1 and 2 shall become operative, and each New Incremental Term Loan Lender shall make New Term Loans in the amount of its respective New Term Loan Commitment, on the date and at the time (the “Amendment shall be effective as of the First Amendment No. 2 Effective Date subject only to the satisfaction of Time”) at which each of the following conditionsconditions are satisfied or waived by each applicable party: (a) The Purchasers Administrative Agent shall have received executed signature pages to this Amendment, duly executed by the Credit PartiesAmendment from each Lender party hereto, the Purchasers Borrower and the Collateral Agenteach other Loan Party. (b) As The Administrative Agent shall have received a certificate from an officer or director of the First Amendment Effective Date, Borrower stating that the Revolving Facility Agreement shall have become effective pursuant to and giving effect in accordance with the terms and conditions thereof and Loans (as defined in the Revolving Facility Agreement) shall have been made available to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesBorrower. (c) The Collateral Agent and each Purchaser Incremental Term Lenders party hereto shall have received payment for all fees, expenses and costs incurred amounts due and payable under Section 7.14 on or prior to the Amendment No. 2 Effective Time to the extent invoiced at least one Business Day prior to the Amendment No. 2 Effective Time. (d) The Administrative Agent shall have received a certificate of the Original Purchase Agreement Secretary or an Assistant Secretary of the Borrower and each Guarantor setting forth (i) resolutions of the its board of directors or other appropriate governing body with respect to the authorization of the Borrower or such Guarantor to execute and deliver the Amendment and to enter into the transactions contemplated hereby, (ii) the officers of the Borrower or such Guarantor (y) who are authorized to sign this Amendment and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Amendment and the Fee Lettertransactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and by-laws or other applicable organizational documents of the Borrower and such Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (e) The Administrative Agent shall have received a certificate from an officer or director of the Borrower attaching the same (i) certificates of good standing from the applicable Secretary of State (or equivalent) of the State of organization of each Loan Party and (ii) certificate of insurance coverage of the Borrower, in each case, as delivered to the administrative agent under the Revolving Facility Agreement. (f) The New Incremental Term Lenders shall have received, on behalf of itself, and the New Incremental Term Lenders, an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Borrower and the Guarantors. (g) The Administrative Agent shall have received a certificate from an authorized officer of the Borrower that the Merger shall have been consummated or will be consummated substantially concurrently with the Amendment No. 2

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-1/B-3 Lender, (II) from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Settlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which Lxxxxxx described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, duly executed by (ii) from the Credit PartiesAdministrative Agent, and (iii) from the Purchasers Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the Collateral Agent.case of such Cashless Option Tranche B-1/B-3 Lenders, a Consent to Amendment No. 7) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) As of The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the First Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 7 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 7 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Lxxxxx & Wxxxxxx LLP, counsel for the Administrative Agent and the Amendment No. 7 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 7 Effective Date; (e) The representations and warranties set forth in Section 3 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Amendment No. 7 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 7 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the First Amendment incurrence of the Tranche B-4 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the 2019 Equity IssuanceCredit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) no Event of Default The Administrative Agent shall have occurred and be continuingreceived a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (iij) The Tranche B-4 Term Loan Lenders shall have received prior to the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment No. 7 Effective Date such documentation and other information about the Borrower and the Guarantors as if made on shall have been reasonably requested in writing by such Lender at least 10 days prior to the First Amendment No. 7 Effective Date (except to and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementPatriot Act; and (iiik) each Credit Party shall have performed If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and complied with all of any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the terms, covenants, agreements and conditions to be performed or complied with by it on or Borrower at least 10 days prior to the First Amendment No. 7 Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers shall have waived in writing), and, received prior to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment No. 7 Effective Date, a Beneficial Ownership Certification in relation to the Credit Parties shall deliver updated schedulesBorrower. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be effective as The effectiveness of the First Amendment Effective Date subject only to amendments set forth in Section 2 hereof shall occur on the date of the satisfaction of each of the following conditions:conditions precedent (such date, the “Ninth Amendment Effective Date”): (a) The Purchasers shall have received this Amendmentthe Borrower Representative, duly executed by the Credit Parties, the Purchasers each other Loan Party (other than Loan Parties incorporated in Korea) and the Collateral New Term Lenders (which, for the avoidance of doubt, shall be the Required Lenders (which for the purpose of this Amendment shall exclude Required Lenders under paragraph (c) of such definition in the Existing Credit Agreement) have executed and delivered counterparts (or, as applicable, a Lender Consent or a Joinder) to this Amendment to the Administrative Agent.; (b) As each of the First representations and warranties contained in Section 9 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Ninth Amendment Effective Date; (c) at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Ninth Amendment Effective Date, no Default or Event of Default exists; (d) the Administrative Agent shall have received a certificate dated the Ninth Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative, confirming compliance with the conditions set forth in Sections 7(b) and 7(c) hereof; (e) the Administrative Agent shall have received a solvency certificate dated as of the Ninth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; (f) the Administrative Agent shall have received, on behalf of itself and the Lenders on the Ninth Amendment Effective Date, a customary written opinion of Xxxxxxxx & Xxxxx LLP, special counsel for the Parent, the Borrowers and each other Loan Party (A) dated the Ninth Amendment Effective Date, (B) addressed to the Administrative Agent, the Amendment Arrangers and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Amendment Arrangers covering such matters relating to this Amendment; (g) each Amendment Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to each such Amendment Arranger on or before the Ninth Amendment Effective Date in each case to the extent notified to the Borrower Representative at least three (3) Business Days prior to the Ninth Amendment Effective Date; and (h) the Term Borrowers shall have applied, concurrently with the exchange of the Exchanged Term Loans with Refinancing Term Loans, the Net Proceeds of the Refinancing Term Loans (if any), together with cash on hand, to prepay in full the outstanding principal amount of all Non-Exchanged Term Loans, to pay accrued and unpaid interest payable on all Existing Term Loans to (and excluding) the Ninth Amendment Effective Date, and giving effect (if applicable) to pay amounts owing on the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties Non-Exchanged Term Loans under Section 3.06 of the Existing Credit Parties contained Agreement, in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct each case as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Ninth Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of each of date on which the following conditions:conditions precedent have been satisfied or waived (the “Effective Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (i) the Credit Parties, Borrowers and (ii) the Purchasers and the Collateral AgentRequired Lenders. (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default The Administrative Agent shall have occurred and be continuing; (ii) received payment of all fees, as well as expenses for which invoices have been presented on or before the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Datehereof, which shall be read are required to be the First Amendment Effective Date), paid in which case such representations and warranties shall be true and correct as of such earlier date), connection with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesthis Amendment. (c) The Collateral Agent conditions precedent to the amendment dated the date hereof to the Borrowers’ $1.0 Billion Competitive Advance and each Purchaser Revolving Credit Facility Agreement (the “$1.0 Billion Credit Agreement”), dated as of December 19, 2006, among Weyerhaeuser, WRECO, JPMorgan Chase Bank and Citibank, as initial fronting banks, JPMorgan Chase Bank and Citibank, as swing line banks, JPMorgan Chase Bank, as administrative agent, Citibank, as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, Xxxxxx Xxxxxxx Bank, as co-documentation agent, and the lenders named therein, shall have received payment for all feesbeen satisfied (other than the condition precedent that the conditions precedent to this Amendment shall have been satisfied). Once effective, expenses such amendment will (i) reduce the amount of loans available to WRECO as a borrower under the $1.0 Billion Credit Agreement from $400,000,000 to $200,000,000, (ii) modify the net worth covenant contained in the $1.0 Billion Credit Agreement in the same manner as set forth in this Amendment and costs incurred (iii) amend the facility fees and payable applicable margin under Section 7.14 of the Original Purchase $1.0 Billion Credit Agreement and in the Fee Lettersame manner as set forth in this Amendment. (d) No Loans shall be outstanding to WRECO as a Borrower under the Credit Agreement.

Conditions to Effectiveness of Amendment. This The effectiveness of the amendments set forth in Section 2 hereof shall occur on the date of the satisfaction of the following conditions precedent (such date, the “Sixth Amendment Effective Date”): a. the Borrower Representative, each other Loan Party (other than Loan Parties incorporated in Korea) and the New Term Lenders shall have executed and delivered counterparts (or, as applicable, a Lender Consent or a Joinder) to this Amendment to the Administrative Agent; b. each of the representations and warranties contained in Section 10 of this Amendment shall be effective true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the First Sixth Amendment Effective Date; c. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Sixth Amendment Effective Date, no Default or Event of Default exists; d. the Administrative Agent shall have received a certificate dated the Sixth Amendment Effective Date subject only and signed by a Responsible Officer of the Borrower Representative, confirming compliance with the conditions set forth in Sections 7(b) and 7(c) hereof, confirming that the applicable conditions under Section 2.18(a) and Section 4.02 of the Existing Credit Agreement are satisfied in respect to the satisfaction of each of Refinancing Term Loans and appending the following conditions:resolutions adopted by the Borrowers approving the Refinancing Term Loans; (a) The Purchasers e. the Administrative Agent shall have received a solvency certificate dated as of the Sixth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; f. the Administrative Agent shall have received, on behalf of itself and the Lenders on the Sixth Amendment Effective Date, a customary written opinion of Xxxxxxxx & Xxxxx LLP, special counsel for the Parent, the Borrowers and each other Loan Party (A) dated the Sixth Amendment Effective Date, (B) addressed to the Administrative Agent, the Amendment Arrangers and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Amendment Arrangers covering such matters relating to this Amendment; a. the Administrative Agent shall have received for distribution to Xxxxxxx Sachs Bank USA, duly executed in its capacity as Amendment Arranger, all fees and expenses agreed to by the Credit PartiesBorrowers or the Borrower Representative that are due and payable on or before the Sixth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel) in each case to the extent notified to the Borrower Representative at least three (3) Business Days prior to the Sixth Amendment Effective Date; b. the Term Borrowers shall have applied, concurrently with the exchange of the Exchanged Term Loans with Refinancing Term Loans, the Purchasers and the Collateral Agent. (b) As Net Proceeds of the First Refinancing Term Loans (if any), together with cash on hand, to prepay in full the outstanding principal amount of all Non-Exchanged Term Loans, to pay accrued and unpaid interest payable on all Existing Term Loans to (and excluding) the Sixth Amendment Effective Date, and giving effect (if applicable) to pay amounts owing on the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties Non-Exchanged Term Loans under Section 3.06 of the Existing Credit Parties contained Agreement, in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct each case as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Sixth Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as upon receipt by the Company and the Purchaser of counterpart signatures to this Amendment duly executed and delivered by the Company and the Purchaser and upon receipt by the Purchaser of counterpart signatures to the Payoff Commitment Agreement and Confession of Judgment duly executed and delivered by the Company and the Purchaser. Accordingly, the Company acknowledges and agrees that by no later than 5:00 p.m. on the date that is two (2) business days following the closing date of the First Amendment Effective Date subject only offering of Units pursuant to the satisfaction of each of Company’s Registration Statement on Form S-1 (File no. 333-XXXXXX) (the following conditions: (a) The Purchasers shall have received “Offering”), the Company is obligated to pay the Purchaser, as consideration for entering into this Amendment, duly executed $1,00,000.00 by wire to the Purchaser. Additionally, the Company agrees to include a proposal in its proxy statement for its 2023 Annual Meeting of Stockholders for the purpose of obtaining the approval of the holders of a majority of the Company’s outstanding voting Common Stock, to effectuate the reduction of the exercise price set forth in Section 2(b) of the Common Stock Purchase Warrants issued to Purchaser on March 27, 2023 (the “Existing Warrants”) to the per unit public offering price of the Offering, in accordance with Nasdaq Rule 5635(d) (the “Shareholder Approval”) with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every six (6) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Existing Warrants are no longer outstanding. Until such approval is obtained, the exercise price of the Existing Warrants will remain unchanged. In addition, the parties agree to amend this Amendment promptly after filing the Registration Statement on Form S-1 referred to above solely to fill in the registration statement filing number assigned by the Credit Parties, the Purchasers Securities and the Collateral AgentExchange Commission. (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 3 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by each applicable party: (a) The Purchasers Administrative Agent shall have received executed signature pages to this Amendment, duly executed by Amendment from the Credit PartiesRequired Lenders, the Purchasers Borrower and the Collateral Agent.each other Loan Party; (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the The representations and warranties of each Loan Party set forth in the Credit Parties contained Loan Documents are true and correct in ARTICLE V all material respects on and as of Amendment No. 3 Effective Date with the same effect as though such representations and warranties had been made on and as of the Original Purchase Agreement Amendment No. 3 Effective Date, provided that, to the extent that such representations and in the other Operative Documents warranties specifically refer to an earlier date, they shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct all material respects as of such earlier date); (c) At the time of and immediately after giving effect to this Amendment, with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementno Default has occurred and is continuing; and (iiid) each Credit Party The Borrower shall have performed and complied with all paid or caused to be paid the following: (i) an amendment fee payable to the Administrative Agent for the benefit of Lenders who have delivered an executed signature page to this Amendment by June 16, 2014 at 12:00 noon, Eastern Time (the “Consenting Lenders”), in an amount equal to 0.25% of the terms, covenants, agreements aggregate amount of the Consenting Lenders’ outstanding Commitments and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate Loans as of the First Amendment No. 3 Effective Date, the Credit Parties shall deliver updated schedules.; and (cii) The Collateral all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and each Purchaser shall have received payment for all its Affiliates (without duplication) including the reasonable fees, expenses charges and costs disbursements of legal counsel to the Administrative Agent incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letterin connection with this Amendment.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Lender with a Tranche B-3 Exchange Commitment and from each Tranche B-3 Post-Closing Option Lender, (ii) from the Administrative Agent and (iii) from the Borrower and each Subsidiary Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (or a Tranche B-3 Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent) that such party has signed a counterpart of this Amendment (or a Tranche B-3 Consent). (b) As The Administrative Agent shall have received from each Additional Tranche B-3 Lender an executed counterpart to the applicable Joinder Agreement. The aggregate amount of Additional Tranche B-3 Commitments and Tranche B-3 Exchange Commitments shall equal the aggregate principal amount of Tranche B-1 Loans outstanding immediately prior to the effectiveness of this Amendment. (c) The Borrower shall have paid to the Administrative Agent, for the ratable account of each Lender immediately prior to the effectiveness of this Amendment, simultaneously with the making of Tranche B-3 Loans under the Term Loan Agreement, all accrued and unpaid interest on their Tranche B-1 Loans to, but not including, the Amendment No. 2 Effective Date. (d) The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 2 Effective Date) of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, New York counsel for the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (e) The Borrower shall have paid to (i) the Co-Lead Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 2 Effective Date and (ii) the Administrative Agent all reasonable documented out-of-pocket costs and expenses of the First Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent) payable pursuant to Section 9.05 of the Term Loan Agreement for which invoices have been presented at least three Business Days prior to the Amendment No. 2 Effective Date, . (f) At the time of and immediately after giving effect to the First this Amendment and the 2019 Equity Issuance; (i) no Default or Event of Default shall have occurred and be continuing;. (g) The Administrative Agent shall have received (1) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official); (2) a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Amendment No. 2 Effective Date and certifying: (i) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Amendment No. 2 Effective Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the representations board of directors (or managing general partner, managing member or equivalent) of such Credit Party authorizing the execution, delivery and warranties performance of the Credit Parties contained Loan Documents to which such Person is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in ARTICLE V of the Original Purchase Agreement full force and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made effect on the First Amendment No. 2 Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of formation of such Credit Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (1) above, (iv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) as to the absence of any pending proceeding for the dissolution or liquidation of such Credit Party; and (3) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (2) above; provided that the certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party shall may, in lieu of attaching the documents required pursuant clauses (1) and (2)(i) above, certify that such documents have performed not been amended, modified or otherwise changed since the Tranche B-2 Incremental Effective Date. (h) To the extent required and complied with all of the terms, covenants, agreements and conditions to be performed or complied with requested in writing by it on or any Additional Tranche B-3 Lender at least three Business Days prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment No. 2 Effective Date, the Administrative Agent shall have received all documentation and other information about the Credit Parties shall deliver updated schedulesrequired by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (ci) The Collateral Administrative Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 a certificate signed by a Authorized Officer of the Original Purchase Agreement Borrower certifying as to the accuracy of the representations set forth in paragraphs (b) and the Fee Letter(c) of Section 2 hereof.

Conditions to Effectiveness of Amendment. This Amendment The obligations of the Lender to make Incremental Term Loan under the Amended Facility Agreement and the amendments to the Facility Agreement contained in Sections 1 and 2 hereof, in each case, shall be become effective as of the First first date (the “Amendment No. 1 Effective Date subject only to the satisfaction of each of Date”) on which the following conditions:conditions shall have been satisfied (or waived by the Lender): (a) The Purchasers the Lender shall have received executed counterparts of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent.; (b) As the Lender shall have received a certificate of an Authorized Officer certifying that the First Amendment Effective Dateconditions in clause (c), clause (d), clause (e) and giving effect to the First Amendment and the 2019 Equity Issuanceclause (f) of this Section 4 have been satisfied; (ic) no Default or Event of Default shall have occurred and or would reasonably be continuingexpected to result from this Amendment; (iid) the representations immediately prior to and warranties after giving effect to this Amendment, each representation and warranty by any Loan Party or any of the Credit Parties its Subsidiaries contained herein or in ARTICLE V any other Facility Document is true, correct and complete in all material respects (without duplication of the Original Purchase Agreement and in the other Operative Documents shall be true and correct any materiality qualifier contained therein) as of the First Amendment Effective Date as if made on the First Amendment Effective Date (such date, except to the extent that such representation or warranty expressly made as of a prior relates to an earlier date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case event such representations and warranties shall be true were true, correct and correct complete in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); (e) there shall not exist any Proceeding, with exceptions order, injunction or decree of any Governmental Authority or in any court restraining or prohibiting (or attempting to restrain or prohibit) the foregoing being disclosed to execution of this Amendment or the Purchasers in the form funding of updated Schedules to the Purchase Agreementany Incremental Term Loan hereunder; and (iiif) each Credit Party there shall have performed and complied with all not exist any material breach by Borrower of its obligations under the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Merger Agreement and there shall not have been any Change of Recommendation (as defined in the Fee LetterMerger Agreement).

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of the First Amendment Effective Date subject only to the date first set forth above upon satisfaction of each of the following conditions: (a) The Purchasers the Administrative Agent shall have received counterparts of this Amendment, Amendment duly executed and delivered by the Credit PartiesBorrower, the Purchasers Administrative Agent, each Extending Tranche A Term Loan Lender, each Extending Tranche B Term Loan Lender and the Collateral Agent.Required Lenders; (b) As the Administrative Agent shall have received, for the account of each Lender executing this Amendment on or prior to March 25, 2003 an amendment fee equal to 0.250% of the First sum of each such executing Lender's Revolving Credit Commitment and Term Loans then outstanding (in respect of each such Lender, an "Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity IssuanceFee"); (ic) no Event of Default the Equity Investor or an Affiliate thereof shall have occurred contributed Senior Subordinated Notes in an aggregate principal amount of no less than $90,000,000 to the Borrower in exchange for Series C Perpetual Preferred Stock, and be continuingsuch Senior Subordinated Notes shall have been delivered to the trustee in respect of the Senior Subordinated Note Indenture for cancellation; (d) the Equity Investor or an Affiliate thereof shall have contributed cash to the Borrower in an amount of no less than $10,000,000 in exchange for Series C Perpetual Preferred Stock; (e) the Line of Credit Agreement shall (i) have been amended with respect to its maturity as set forth in Exhibit B to this Amendment and (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in conform to the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), terms set forth in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementExhibit B; and (iiif) the Borrower shall have paid to (i) each Credit Party shall have performed and complied with all Extending Tranche A Term Loan Lender a fee in an amount equal to 10.0% of the terms, covenants, agreements portion (and conditions to be performed or complied with only that portion) of the Tranche A Term Loan held by it on or prior such Lender which had its amortization extended pursuant to the First Sixth Amendment Effective Date and (other than any failure ii) each Extending Tranche B Term Loan Lender a fee in an amount equal to perform or comply with 10.0% of the portion (and only that portion) of the Tranche B Term Loan held by such terms, covenants, agreements and conditions Lender which the Purchasers have waived in writing), and, had its amortization extended pursuant to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesSixth Amendment. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. 5.1 This Amendment shall not be effective as of the First Amendment Effective Date subject only to the satisfaction of until each of the following conditionsshall have occurred: (ai) This Amendment shall have been executed by the Loan Parties and the Banks. (ii) Xxxxxxx Xxxxx shall have delivered any consent to this Amendment required under the terms of the Senior Subordinated Loan Agreement dated July 21, 2000 among Xxxxxxx Xxxxx, and the Loan Parties. (iii) The Purchasers Loan Parties shall have received this Amendmentthe proceeds of the New Subordinated Debt, duly executed and granted the Junior Security Interests, in each case on such terms and pursuant to such agreements as shall have been previously consented to by the Agent in accordance with the provisions of Section 1.3 hereof (iv) The Loan Parties shall have furnished to the Agent evidence satisfactory to the Agent of the Loan Parties' previously incurred Subordinated Debt to Xxxxx Xxxxxx in the amount of $1,300,000, including without limitation, copies of the promissory note or notes evidencing such Subordinated Debt, and such subordination agreements relating thereto as the Agent may require. (v) The Loan Parties shall have (a) executed such other financing statements, security agreements (including without limitation an amendment to the Security Agreement delivered in connection with the Credit Agreement in such form as the Agent may require) and other documents necessaly, if any, to (i) perfect Agent's security interest in the Collateral, (ii) perfect any other security interest of Agent or the Banks relating to the obligations of the Loan Parties, or (iii) effectuate any other financing, leasing or other similar transactions between any of the Purchasers Loan Parties and any of the Collateral Banks, or any affiliates of the Banks previously agreed to between any such parties; and (b)paid to the Banks and any affiliate of any of the Banks on or before the Fourth Amendment Effective Date, all unpaid amounts presently due and owing with respect to any financing, leasing or other similar transaction between any of the Loan Parties and any of the Banks, or any affiliates of the Banks. (vi) Agent shall have received an opinion of the Loan Parties' counsel in form and substance acceptable to the Agent. (bvii) As Agent shall have received copies of resolutions or written consents of the First Amendment Effective Date, board of directors of each Loan Party authorizing the execution and giving effect to delivery and the First consummation of the transactions contemplated by this Amendment and all other documents or instruments to be executed and delivered in conjunction herewith certified by the 2019 Equity Issuance; (i) no Event Secretary of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct each Loan Party as of the First Amendment Effective Date as if made on date hereof, including without limitation, an incumbency certificate, executed by the First Amendment Effective Date (except to the extent expressly made as Secretary or Assistant Secretary of a prior date (other than the Closing Date, each Loan Party which shall be read identify by name and title and bear the signatures of the Authorized Officers and any other officers of each Loan Party authorized to sign this Amendment and all documents and agreements to be the First Amendment Effective Date), executed in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions connection herewith to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived Loan Parties are a party, upon which certificate the Agent and the Banks shall he entitled to rely until informed of any change in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated scheduleswriting by such Loan Party. (cviii) The Collateral Loan Parties and Electrolux shall have delivered to the Agent an amendment to the Intercreditor Agreement in form and each Purchaser substance satisfactory to the Agent, and Electrolux shall have delivered to the Agent an agreement, in form and substance satisfactory to the Agent, confirming that any tooling received by the Loan Parties from Electrolux subsequent to the date of the Intercreditor Agreement and as to which Electrolux claims an ownership interest shall be subject to the terms of the lntercreditor Agreement. (ix) Agent shall have received payment for all feessuch other documents, expenses certificates and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letteropinions as Agent may request.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the date on which the following conditions precedent have been satisfied or waived (the “First Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (A) MWVC, (B) the Credit PartiesBorrower, (C) the Purchasers Lenders and (D) the Collateral Administrative Agent. (b) As of the First Amendment Effective Date, and After giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event this Amendment, each of Default shall have occurred and be continuing; (ii) the representations and warranties of made by any Loan Party in or pursuant to the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent such representations and warranties expressly made as of a prior date (other than the Closing Date, which shall be read relate to be the First Amendment Effective Date)an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), with exceptions except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects. (c) No Default or Event of Default has occurred and is continuing on the First Amendment Effective Date or after giving effect to the foregoing amendments contemplated herein and the extensions of credit requested to be made on the First Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being disclosed taken or, to the Purchasers in Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the form of updated Schedules financing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented to the Purchase Agreement; andBorrower on or before the First Amendment Effective Date. (iiif) each Credit Party The Administrative Agent and the other Lenders shall have performed and complied with all of the termsreceived, covenants, agreements and conditions to be performed or complied with by it on or at least 5 days prior to the First Amendment Effective Date (Date, all documentation and other than any failure to perform or comply with such termsinformation required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, covenantsincluding the Patriot Act, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as previously requested of the First Amendment Effective Date, Borrower by the Credit Parties shall deliver updated schedulesAdministrative Agent. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 1 Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions are satisfied, or waived by the Administrative Agent in its sole discretion: (a) The Purchasers Administrative Agent shall have received from (i) each Lender and (ii) each Loan Party a duly executed counterpart of this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent). (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default The Administrative Agent shall have occurred and be continuing; (iireceived from the Borrower the Extension Fee set forth in Section 2.12(c) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesAnnex I attached hereto. (c) The Administrative Agent shall have received a favorable written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties, and (iii) Cains Advocates Limited, Isle of Man counsel for the Loan Parties, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent and each Purchaser the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (d) The Borrower shall have received payment for paid (i) all reasonable, documented and invoiced fees payable to the Administrative Agent or any affiliate thereof as agreed between the Administrative Agent and the Borrower (including, without limitation, the fees set forth in the Engagement Letter, dated as of April 29, 2020, between the Borrower and Bank of America, N.A. (the “Amendment Engagement Letter”)), and (ii) all reasonable fees, expenses and costs disbursements of Xxxxx & Xxx Xxxxx PLLC, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and payable under Section 7.14 execution of this Amendment to the extent invoiced at least one (1) Business Day prior to the date hereof, subject to any fee cap set forth in the Amendment Engagement Letter. (e) The Administrative Agent shall have received a certificate from a Responsible Officer of the Original Purchase Borrower certifying as to the matters set forth in Section 2 hereof. (f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions de-scribed in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Amendment No. 1 Effective Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 1 Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party, and (vii) such other documents as the Administrative Agent and the Lenders on the Amendment No. 1 Effective Date may reasonably request (including tax identification numbers and addresses). (g) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C to the Credit Agreement and signed by a Financial Officer of the Fee Letter.Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis, in each case, after giving effect to this Amendment on the Amendment No. 1

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of when the First Amendment Effective Date subject only to the satisfaction of each of the following conditionsAdministrative Agent shall have received: (aA) The Purchasers shall have received counterparts of this Amendment, Amendment duly executed by the Credit PartiesCompany and each Lender, (B) counterparts of the Reaffirmation and Consents attached hereto executed by each Pledgor and Guarantor, as applicable, (C) resolutions of the Purchasers applicable governing body of the Company, officer’s certificates, incumbency certificates, organizational documents and such other entity documents as the Administrative Agent may request, (D) payment of all costs and expenses incurred by the Administrative Agent in connection herewith, including all Attorney Costs of the Administrative Agent, (E) payment of fees in accordance with the Fee Letter, dated as of June 13, 2005, between the Company and Administrative Agent, (F) an opinion of counsel to the Company, Pledgors and Guarantors in form and substance acceptable to Administrative Agent, (G) with respect to each Lender whose Revolving Commitment Amount has changed, an executed copy of a new Note for such Lender, and the Collateral Agent. (b) As original canceled existing Note of the First Amendment Effective Date, and giving effect such Lender to be returned to the First Amendment and the 2019 Equity Issuance;Company, (i) no Event of Default shall have occurred audited consolidated financial statements for the Company for the fiscal years ended 2002, 2003 and be continuing; 2004, and (ii) unaudited interim consolidated financial statements for the representations Company for each fiscal quarterly period ended after the Company’s fiscal year ended 2004, which consolidated annual, and warranties monthly financial statements do not disclose, in the sole judgment of Administrative Agent, any Material Adverse Change from the financial statements of the Company previously furnished to Administrative Agent, (I) such other documents as the Administrative Agent may reasonably request, (J) evidence of insurance required by the Credit Parties contained in ARTICLE V of Agreement to be maintained by the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except Company reasonably satisfactory to the extent expressly made as of a prior date (other than the Closing DateAdministrative Agent, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iiiK) each Credit Party shall have performed projected income statements, balance sheets and complied with all of cash flow statements prepared by the terms, covenants, agreements Company in form and conditions substance satisfactory to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesAdministrative Agent. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as of the First Amendment Effective Date is subject only solely to the satisfaction or waiver of each of the following conditions:conditions (the “Amendment No. 12 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 12 Effective Date”): (a) The Purchasers Administrative Agent shall have received (i) from each Existing Tranche B-6 Term Loan Lender with a Tranche B-8 Term Loan Commitment and from the Additional Tranche B-8 Term Loan Lenders having Additional Tranche B-8 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-6 Term Loans held by Non-Consenting Existing Tranche B-6 Term Loan Lenders and Post-Closing Option Tranche B-8 Lenders, (ii) from the Administrative Agent, and (iii) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-8 Lender or Post-Closing Option Tranche B-8 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; (b) As The Borrowers shall have paid to all Existing Tranche B-6 Term Loan Lenders on the Amendment No. 12 Effective Date, substantially concurrently with the making of Tranche B-8 Term Loans under the First Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-6 Term Loans to, but not including, the Amendment No. 12 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Borrowers and Morris, Xxxxxxx, Arsht & Xxxxxxx LLP, as special Delaware counsel for the Borrowers. The Borrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 12 Effective Date, and (ii) the Administrative Agent and the Amendment No. 12 Arrangers, as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 12 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 12 Effective Date (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Amendment No. 12 Arrangers and the Administrative Agent with respect thereto); (e) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 12 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 12 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (f) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-8 Term Loans; (g) At the time of and immediately after giving effect to the First Amendment and the 2019 Equity Issuance; (i) Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iiih) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property and, if the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto and (ii) evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 12 Effective Date. Each Additional Tranche B-8 Term Loan Lender party hereto and each Cashless Option Tranche B-8 Lender and Post-Closing Option Tranche B-8 Lender by delivering its signature page to this Amendment or a Consent to Twelfth Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 12 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in this Section 3. The Administrative Agent shall notify the Lenders of the Amendment No. 12 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Party Agreement shall have performed be conclusive and complied with binding upon all of the terms, covenants, agreements Lenders and conditions to be performed or complied with by it on or prior all of the other parties to the First Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-8 Lender and Post-Closing Option Tranche B-8 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 12 Effective Date (other than any failure to perform or comply with such termsis December 16, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules2024. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as and the obligation of the First Amendment Effective Date Banks to make Revolving Credit Loans under their increased Commitments is subject only to the satisfaction of each of the following conditions: (aA) The Purchasers Replacement Revolving Credit Notes in the principal amount of the increased Commitments shall have received this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent. (b) As of the First Amendment Effective Date, and giving effect been delivered to the First Amendment and the 2019 Equity IssuanceBanks; (iB) no Event of Default shall have occurred and be continuing; (ii) the The representations and warranties of the Credit Parties Borrower contained in ARTICLE V Article 5 of the Original Purchase Credit Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case though such representations and warranties had been made today, except (i) for representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall continue to be true and correct as of such earlier date), with exceptions the specific dates or times referred to therein and (ii) as indicated on the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; andCredit Agreement disclosure schedules attached hereto; (iiiC) each Credit Party The Borrower shall have performed and complied with all covenants and conditions of the terms, covenants, agreements Credit Agreement as amended hereby; (D) No Event of Default or Potential Default shall have occurred and conditions to be performed continuing or complied with shall exist; (E) No Material Adverse Change in the Borrower or any of its Subsidiaries shall have occurred since the date of the Borrower's financial statements most recently reviewed by it on or prior the Banks; (F) The Borrower shall have delivered to the First Agent for the benefit of each Bank a certificate of the Secretary or Assistant Secretary of the Borrower, certifying as to (i) all action taken by the Borrower in connection with this Amendment, the replacement Revolving Credit Notes, and any related Loan Documents (collectively, the "Amendment Effective Documents"); (ii) the names of the officer or officers authorized to sign this Amendment, the replacement Revolving Credit Notes, and the related Loan Documents; and (iii) the absence of any changes in the certificate of incorporation and bylaws of the Borrower as they were in effect on March 31, 1997, the Closing Date under the Credit Agreement; (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers G) The Borrower shall have waived in writing), and, delivered to the extent that any schedules hereto are incomplete or inaccurate Agent for the benefit of each Bank a written opinion of Xxxxxxx X. Xxxxxxxxxxx, general counsel to the Borrower, as to the corporate existence and good standing of the First Borrower; the due authorization, execution, delivery and enforceability of the Amendment Effective DateDocuments; the absence of conflicts between the Amendment Documents and the organizational documents of the Borrower, applicable laws, and other debt obligations of the Credit Parties shall deliver updated schedules.Borrower; the absence of material litigation or claims against the Borrower; and such other matters as the Agent may reasonably request; (cH) The Collateral Agent and each Purchaser Borrower shall have received payment delivered to the Agent satisfactory evidence that the "Majority Holders" under the Alco Note have consented to the increase in the amount of "Superior Debt" permitted under the Alco Note to $125,000,000, plus interest; and (I) The Borrower shall have paid to the Agent, for all fees, expenses itself and costs incurred and payable under Section 7.14 for the account of the Original Purchase Agreement Banks, all commitment and the Fee Letterother fees due in connection with this Amendment.

Conditions to Effectiveness of Amendment. This Amendment shall be effective as of the First Amendment Effective Date subject only The Bank’s willingness to agree to the amendments set forth in this Amendment is subject to the prior satisfaction of each of the following conditions: 1. Execution by all parties and delivery to the Bank of this Amendment, the Consent of Guarantor, the Restated Note, and an Incumbency Certificate. MEDPACE INTERMEDIATECO, INC., a Delaware corporation (the “Guarantor”) consents to the provisions of the foregoing Amendment No. 5 to Loan Documents (the “Amendment”) and all prior amendments (if any) and confirms and agrees that: (a) The Purchasers shall have received this the Guarantor’s obligations under its Guaranty Agreement dated as of September 30, 2019 (the “Guaranty”), relating to the Obligations referenced in the Amendment, duly executed shall be unimpaired by the Credit Parties, the Purchasers and the Collateral Agent. Amendment; (b) As the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the First Amendment Effective DateBank, and giving effect its officers, directors, employees, agents or attorneys with respect to the First Amendment Guaranty; and the 2019 Equity Issuance; (ic) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements conditions and conditions to be performed or complied with by it on or prior covenants in the Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed and apply to the First Amendment Effective Date Obligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made in the Guaranty are true and correct. The Guarantor hereby confirms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingif applicable), andshall continue unimpaired and in full force and effect, shall cover and secure all of the Guarantor’s existing and future Obligations to the extent that any schedules hereto are incomplete or inaccurate Bank, as of the First Amendment Effective Datemodified by this Amendment. By signing below, the Credit Parties shall deliver updated schedules. Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto (ceach, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention. The Collateral Agent Guarantor acknowledges and each Purchaser shall have received payment agrees that the methods for all feesdelivering Communications, expenses and costs incurred and payable including notices, under Section 7.14 of the Original Purchase Agreement Guaranty and the Fee Letterother Loan Documents include electronic transmittal to any electronic address provided by any party to the other party from time to time. The Guarantor ratifies and confirms the indemnification and waiver of jury trial provisions contained in the Guaranty, all of which are incorporated herein by reference.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as and the obligations of each Tranche C Term Lender to make a Tranche C Term Loan hereunder on the First Incremental Facility Amendment Effective Date are subject only to the satisfaction or waiver on or prior to the Incremental Facility Amendment Effective Date of each of the following conditions: (a) The Purchasers Administrative Agent shall have received (i) a counterpart of this Amendment, executed and delivered by a duly authorized officer of the Borrower and the Tranche C Term Lenders, (ii) an executed Acknowledgement and Consent, in the form set forth at the end of this Amendment, from each Loan Party and (iii) for the account of each Tranche C Term Lender that has requested Notes pursuant to the Existing Credit Agreement, Notes with respect to the Tranche C Term Loans conforming to the requirements hereof and executed by a duly Authorized Officer of the Credit Parties, the Purchasers and the Collateral AgentBorrower. (b) As The Administrative Agent shall have received opinions, addressed to the Administrative Agent and each of the First Lenders and dated the Incremental Facility Amendment Effective Date, from (i) Kxxxxxxx & Exxxx LLP, special New York counsel to the Borrower and (ii) Bxxxxx R. Xxxxxx, which opinion shall cover the matters covered in Exhibit E-2 to the Existing Credit Agreement, after giving affect to this Amendment. (c) The Administrative Agent shall have received from the Borrower, a certificate, dated the Incremental Facility Amendment Effective Date, signed by the Chief Executive Officer, President or any Vice-President and the Secretary of the Borrower in the form of Exhibit C to the Existing Credit Agreement with appropriate insertions and deletions, together with (x) copies of the resolutions, or such other administrative approval, of the Borrower approving the Tranche C Term Loans to be reasonably satisfactory to the Administrative Agent and (y) a statement that all of the applicable conditions set forth in Sections 3(f) and 3(g) of this Amendment have been satisfied as of such date. (d) The Administrative Agent shall have received from the President, Chief Financial Officer or another senior financial or accounting officer of the Borrower a reasonably satisfactory solvency certificate that shall document the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the First Amendment and the 2019 Equity Issuance;transactions contemplated hereby. (ie) no Event of Default The Tranche C Term Lenders, the Administrative Agent and each Lead Arranger shall have occurred received all fees required to be paid, and all expenses required to be continuing;paid for which invoices have been presented, on or before the Incremental Facility Amendment Effective Date. (iif) the All representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Existing Credit Agreement and (as amended by this Amendment) or in the other Operative Loan Documents in effect on the Incremental Facility Amendment Effective Date both before and after giving effect to the Tranche C Term Loans shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the First Incremental Facility Amendment Effective Date as if made on the First Amendment Effective Date (Date, except to the extent that such representations and warranties expressly made as of a prior relate to an earlier date (other than and except to the Closing Date, which shall be read to be the First Amendment Effective Date)extent already qualified by materiality, in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesrespects. (cg) The Collateral Agent and each Purchaser After giving effect to this Amendment, no Default or Event of Default shall have received payment for all fees, expenses occurred and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letterbe continuing.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of September 30, 2012 if and only if prior to such date the First Agent shall have received executed counterparts of this Amendment Effective Date subject only to from the satisfaction of each of Majority Lenders and the following conditions:conditions precedent have been satisfied (September 30, 2012, if such conditions are so satisfied herein called the “Effective Date”): (a) The Purchasers Agent’s receipt of the following, each of which shall have received this Amendmentbe originals or telecopies (followed promptly by originals) unless otherwise specified, duly each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance satisfactory to the Agent and in such number of counterparts as may be requested by the Agent: (i) counterparts of the Amendment Documents executed by the Credit applicable Loan Parties. (ii) a certificate on behalf of each applicable Loan Party certifying that none of the resolutions, incumbency certificates, Organization Documents and/or certificates of Responsible Officers of each Loan Party as the Purchasers Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Collateral AgentLoan Documents to which such Loan Party is a party have been amended or are otherwise inaccurate since they were delivered and certifying resolutions authorizing this Amendment. (iii) such other documents or certificates as the Agent shall reasonably request. (b) As of the First Amendment Effective Date, and giving effect Any fees required to be paid to the First Amendment and Agent or any Lender on or before the 2019 Equity Issuance; (i) no Event of Default Effective Date shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesbeen paid. (c) The Collateral Agent and each Purchaser Unless waived by the Agent, the Borrower shall have received payment for paid all fees, expenses charges and costs disbursements of counsel to the Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred and payable under Section 7.14 or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Original Purchase Agreement Borrower and the Fee LetterAgent).

Conditions to Effectiveness of Amendment. This First Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of each of the following conditionsconditions or the waiver thereof by the Administrative Agent: (a) The Purchasers Administrative Agent shall have received counterparts of this First Amendment, duly executed and delivered by the Credit PartiesHoldings, the Purchasers Borrower, the Required First Lien Lenders and the Collateral Administrative Agent. (b) As The Administrative Agent shall have received such customary evidence of authority and officers certificates as the Administrative Agent may reasonably request relating to (i) the organization, existence and good standing of the Borrower in its jurisdiction of organization and (ii) the incumbency of the officers of the Borrower executing the Loan Documents to which it is a party. (c) The Administrative Agent shall have received from the Borrower a certificate signed by a Responsible Officer and the secretary of the Borrower, together with, and certifying as to the accuracy and completeness of, copies of (i) the certificate or articles of incorporation of the Borrower and (ii) the by-laws of the Borrower. (d) The Administrative Agent shall have received a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and any other Loan Documents to be executed on or about the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance;. (ie) no Event of Default The Administrative Agent shall have occurred received the Acknowledgement and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing DateConfirmation, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers substantially in the form of updated Schedules Annex I hereto, duly executed and delivered by each of the Loan Parties. (f) The Borrower shall have contemporaneously received gross cash proceeds of no less than $700,000,000 from the issuance of First and a Half Lien Refinancing Notes. (g) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Purchase Agreement; andLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (iiih) each Credit Party The Administrative Agent shall have performed and complied with received all of the terms, covenants, agreements and conditions to be performed or complied with by it fees payable thereto on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete invoiced, all other amounts due and payable pursuant to the Loan Documents on or inaccurate as of prior to the First Amendment Effective Date, including, to the Credit extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) required to be reimbursed or paid by the Loan Parties shall deliver updated schedulesunder any Loan Document. (ci) No Default or Event of Default shall have occurred and be continuing under the Credit Agreement after giving effect to the First Amendment. (j) The Collateral Administrative Agent and each Purchaser shall have received payment received, for all feesdistribution to each Extending First Lien Lender which has delivered an executed counterpart of this First Amendment to the Administrative Agent on or prior to 5:00 p.m., expenses New York time, on Tuesday, January 25, 2011, an amendment fee equal to .10% of such Lender’s outstanding Extended Term Loans, Extended Revolving Facility Commitments and costs incurred Credit-Linked Deposits with respect to such Lender’s Extended Synthetic L/C Commitments on the First Amendment Effective Date (in each case after giving effect to any Incremental Assumption Agreement being executed and payable under Section 7.14 of delivered and any prepayments in connection therewith to be made, in each case, as of, or promptly following, the Original Purchase Agreement and the Fee LetterFirst Amendment Effective Date).

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Tranche B-1 Term Lender with a Tranche B-2 Term Exchange Commitment and from Post-Closing Option Lenders having Additional Tranche B-2 Term Commitments equal in principal amount to the amount of Tranche B-1 Term Loans held by Non-Exchanging Term Lenders, (ii) from the Administrative Agent and (iii) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent) that such party has signed a counterpart of this Amendment. (b) As of The Administrative Agent shall have received executed Consents from the First Required Lenders. (c) The Administrative Agent shall have received from each Additional Tranche B-2 Term Lender (other than Post-Closing Option Lenders) an executed counterpart to the applicable Joinder Agreement. (d) The Borrower shall have paid to all Tranche B-1 Term Lenders on the Amendment No. 2 Effective Date, simultaneously with the making of Tranche B-2 Term Loans under the Credit Agreement, all accrued and unpaid interest on their Tranche B-1 Term Loans to, but not including, the Amendment No. 2 Effective Date. (e) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Amendment No. 2 Effective Date) of Xxxxxxxx & Xxxxx LLP, New York counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinions. (f) The Borrower shall have paid (i) the Joint Bookrunners the fees in the amounts previously agreed in writing to be received on the Amendment No. 2 Effective Date and (ii) the Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent) for which invoices have been presented at least three Business Days prior to the Amendment No. 2 Effective Date. (g) At the time of and immediately after giving effect to the First this Amendment and the 2019 Equity Issuance; (i) no Default or Event of Default shall have occurred and be continuing;. (h) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (in relation to a Loan Party constituted under German law not older than 14 days and certified by the relevant commercial register) and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Luxembourg Register in respect of the Luxembourg Loan Party as of the date of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of article 13, items 2 to 11 and 13 and article 14 of the RCS Law, according to which the Luxembourg Loan Party would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings, (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that any schedules hereto are incomplete or inaccurate Belgian Loan Party considered that the entry into this Amendment, is of the benefit to that Loan Party, certified as of the First Amendment No. 2 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (i) To the extent required and requested by any Additional Tranche B-2 Term Lenders at least three Business Days prior to the Amendment No. 2 Effective Date, the Credit Administrative Agent shall have received all documentation and other information about the Loan Parties as shall deliver updated scheduleshave been requested in writing by such Additional Tranche B-2 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (cj) The Collateral Administrative Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 a certificate signed by a Responsible Officer of the Original Purchase Agreement Borrower certifying as to the accuracy of the representations set forth in paragraphs (b) and the Fee Letter(c) of Section 2 hereof. (k) The Administrative Agent shall have received a Consent to this Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as of the First Amendment Effective Date is subject only to the satisfaction of each of the following conditionsconditions precedent: (a) The Purchasers Agent shall have received a copy of this AmendmentAmendment (including the Consent and Reaffirmation attached hereto), duly executed by the Credit PartiesBorrower, the Purchasers each Loan Party, Required Lenders and the Collateral Agent.each Lender holding any outstanding Term B Loans; (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no No Default or Event of Default shall have occurred and be continuingcontinuing as of the date of this Amendment; (iic) On the representations date hereof, Borrower shall have made (and warranties Agent shall have received in immediately available funds from Borrower) a voluntary prepayment of the Credit Parties contained Term B Loans in ARTICLE V an amount equal to $6,000,000, which $6,000,000 voluntary prepayment of the Original Purchase Agreement and Term B Loans shall be applied to the scheduled installments of the Term B Loans (after giving effect to this Amendment) in the other Operative Documents inverse order of maturity; (d) On the date hereof, Agent shall have received $1,500,000 in immediately available funds from the Cash Reserve Account, which the parties hereto agree shall be true applied as a voluntary prepayment of the Term B Loans (such that, taken together with the prepayment described in clause (c) immediately above, the Term B Loans shall be paid down by an aggregate amount equal to $7,500,000 on the date hereof), which $1,500,000 voluntary prepayment of the Term B Loans shall be applied to the scheduled installments of the Term B Loans (after giving effect to this Amendment) in the inverse order of maturity; (e) Agent shall have received the Amendment Fee (as defined below) for the benefit of the applicable Lenders, and correct Borrower shall have paid all other fees and expenses (including fees and expenses of counsel to the extent invoiced) of Agent due and payable as of the First Amendment Effective Date as if made on date hereof in connection with this Amendment, the First Amendment Effective Date (except to Credit Agreement and the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementLoan Documents; and (iiif) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all feesthe following documents in form and substance satisfactory to Agent: (x) unless otherwise deemed to be a post-closing obligation by Agent, expenses an amendment to the Mortgage in favor of Agent with respect to the real property owned by Performant Recovery, Inc. located in St. Xxxxxxxxx County, Oregon (the "Mortgage Modification"), (y) secretary's or officer's certificates and costs incurred resolutions with respect to Holdings and payable under Section 7.14 each of its Subsidiaries with respect to the Original Purchase Agreement organizational documents of each such Person and the Fee Letternecessary corporate approval by each such Person to enter into this Amendment, and (z) legal opinions from outside counsel to Holdings and its Subsidiaries (including Nevada local counsel with respect to Borrower) with respect to such matters pertaining to this Amendment as are reasonably determined to be applicable by Agent.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as of the First Amendment Effective Date is subject only to the satisfaction of each of the following conditionsconditions precedent: (a) The Purchasers Agent shall have received a copy of this AmendmentAmendment (including the Consent and Reaffirmation attached hereto), duly executed by the Credit PartiesBorrower, the Purchasers each Loan Party and the Collateral Agent.Required Lenders; (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no No Default or Event of Default shall have occurred and be continuingcontinuing as of the date of this Amendment; (c) On a date following February 12, 2016, Borrower shall have made (and Agent shall have received in immediately available funds) a voluntary prepayment of the Term Loans in an amount equal to $22,500,000, which $22,500,000 voluntary prepayment of the Term Loans shall (i) be applied pro rata to the then outstanding principal amount of the Term A Loans and Term B Loans, and (ii) as to the representations amounts applied to the Term A Loans and warranties Term B Loans, be applied to the scheduled installments thereof in the inverse order of maturity; (d) Agent shall have received the Amendment Fee (as defined below) for the benefit of the Credit Parties contained in ARTICLE V applicable Lenders, and Borrower shall have paid all other fees and expenses (including fees and expenses of counsel to the Original Purchase Agreement extent invoiced) of Agent due and in the other Operative Documents shall be true and correct payable as of the First Amendment Effective Date as if made on date hereof in connection with this Amendment, the First Amendment Effective Date (except to Credit Agreement and the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementLoan Documents; and (iiie) each Credit Party Agent shall have performed received evidence satisfactory to Agent that the Cash Reserve Account has been established by Borrower and complied has been funded with all of the terms$7,500,000 in immediately available funds, covenantsand Borrower, agreements Agent and conditions to be performed or complied with by it on or Xxxxx Fargo Bank, National Association shall (unless Agent shall agree in writing in its sole discretion in a post-closing letter executed between Borrower and Agent prior to the First effectiveness of this Amendment Effective Date (other than any that such requirement shall be satisfied by Borrower on a post-closing basis on terms acceptable to Agent, which would include that failure to perform or comply with obtain such terms, covenants, agreements deposit account control agreement within the time period agreed therein (as such period may be extended by Agent in its sole discretion) would constitute an Event of Default) that such deposit account control agreement may be obtained following the effectiveness of this Amendment) have entered into a deposit account control agreement in form and conditions which substance satisfactory to Agent granting Agent sole dominion and control over the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesCash Reserve Account. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as of the First Amendment Effective Date is subject only solely to the satisfaction or waiver of each of the following conditions:conditions (the “Amendment No. 8 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 8 Effective Date”): (a) The Purchasers Administrative Agent shall have received (i) from each Existing Amendment No. 6 Term Loan Lender with a Tranche B-5 Term Loan Commitment and from Additional Tranche B-5 Term Loan Lenders having Additional Tranche B-5 Term Loan Commitments equal in principal amount to the amount of Existing Amendment No. 6 Term Loans held by Non-Consenting Existing Amendment No. 6 Term Loan Lenders and Post-Closing Option Tranche B-5 Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-5 Lender or Post-Closing Option Tranche B-5 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; (b) As The Borrowers shall have paid to all Existing Amendment No. 6 Term Loan Lenders on the Amendment No. 8 Effective Date, substantially concurrently with the making of Tranche B-5 Term Loans under the First Amended Credit Agreement, all accrued and unpaid interest on the Existing Amendment No. 6 Term Loans to, but not including, the Amendment No. 8 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Borrowers and Morris, Xxxxxxx, Arsht & Xxxxxxx LLP, as special Delaware counsel for the Borrowers. The Borrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 8 Effective Date, and (ii) the Administrative Agent and the Amendment No. 8 Arranger as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 8 Arranger, as applicable, for which invoices have been presented prior to the Amendment No. 8 Effective Date (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Amendment No. 8 Arranger and the Administrative Agent with respect thereto); (e) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 8 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 8 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (f) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-5 Term Loans; and (g) At the time of and immediately after giving effect to the First Amendment and the 2019 Equity Issuance; (i) Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing; (ii) . Each Additional Tranche B-5 Term Loan Lender party hereto and each Cashless Option Tranche B-5 Lender and Post-Closing Option Tranche B-5 Lender by delivering its signature page to this Amendment or a Consent to Eighth Amendment Agreement, as applicable, and providing its applicable Commitment on the representations and warranties Amendment No. 8 Effective Date 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 Additional Tranche B-5 Term Loan Lender, Cashless Option Tranche B-5 Lender or Post-Closing Option Tranche B-5 Lender. The Administrative Agent shall notify the Lenders of the Amendment No. 8 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true conclusive and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with binding upon all of the terms, covenants, agreements Lenders and conditions to be performed or complied with by it on or prior all of the other parties to the First Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-5 Lender and Post-Closing Option Tranche B-5 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 8 Effective Date (other than any failure to perform or comply with such termsis July 19, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules2023. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of (the First “Third Amendment Effective Date subject only to the Date”) upon satisfaction of each of the following conditionsconditions in a manner reasonably satisfactory to the Administrative Agent and the Lenders: (a) The Purchasers Administrative Agent shall have received executed counterparts of the following documents and instruments or such other items as are described below, as the case may be: (i) this Amendment, duly executed and delivered by the Credit PartiesInitial Borrower, Holdings, the Purchasers Administrative Agent and each of the Lenders; (ii) a Consent and Reaffirmation, in the form attached hereto as Annex C, duly executed and delivered by the Initial Borrower, Holdings and each other Credit Party; (iii) a fee agreement, in form and substance acceptable to the Administrative Agent, duly executed and delivered by the Initial Borrower, Holdings, each other Credit Party and the Collateral AgentAffiliate of the Administrative Agent party thereto (the “Amendment Fee Letter”); (iv) a Notice of Borrowing in respect of the Third Amendment Term Loans; (v) if requested by the Lender with the Third Amendment TL Commitment, a Third Amendment Term Note evidencing the Third Amendment Term Loans advanced on the Third Amendment Effective Date; (vi) the Holdings Assumption Agreement, duly executed and delivered by the parties signatory thereto; (vii) the Benchmark Subordination Agreement, duly executed and delivered by the parties signatory thereto; (viii) a solvency certificate from the chief executive officer or chief financial officer of Holdings in substantially the form of Exhibit 2.1(c) to the Credit Agreement; and (ix) a certificate of a Responsible Officer of Crosslayer, Inc., a newly organized subsidiary of Holdings (“Crosslayer”), and each Credit Party (other than the Designated Subsidiaries) dated the Third Amendment Effective Date, certifying (A) that attached thereto is (1) a true and complete copy of a certificate as to the good standing of Crosslayer and each Credit Party (in so-called “long-form” if available), as of a recent date, from the Secretary of State of the state of its organization (or other applicable Governmental Authority to the extent available), (2) a true and complete copy of each Organization Document of Crosslayer and each Credit Party certified as of a recent date by the Secretary of State of the state of its organization (or, if any such Organizational Document of a Credit Party has not been amended, restated, supplemented, or otherwise modified since the Closing Date, certifying the absence of any amendments, restatements, supplements, or modifications to such Organizational Documents of such Credit Party), (3) a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of Crosslayer and each Credit Party authorizing the execution, delivery and performance of this Amendment and each other document or instrument required to be delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (4) a true and complete copy of the Benchmark Purchase Agreement and each other document or instruments to be executed and delivered in connection with the consummation of the Benchmark Acquisition, and (B) as to the incumbency and specimen signature of each officer executing this Amendment or any other document or instrument delivered in connection herewith on behalf of Crosslayer or any Credit Party (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (ix)). (b) As Evidence reasonably satisfactory to the Administrative Agent that, in accordance with the Benchmark Purchase Agreement, the Benchmark Acquisition has been consummated (or will be consummated concurrently) with the funding of the First Third Amendment Term Loans. (c) There shall not exist any judgment, decree or order of any Governmental Authority which would prevent the performance of this Amendment, the Credit Agreement (as modified hereby), the Benchmark Acquisition or the transactions contemplated hereby or declare unlawful this Amendment or the other transactions contemplated hereby. (d) The Administrative Agent and the Lenders shall have received all documentation and other information requested by the Administrative Agent or any Lender and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act. (e) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to the Administrative Agent. It shall be a condition subsequent to the Third Amendment Effective Date, and giving effect to Date that each of the First Amendment following conditions subsequent are satisfied (and the 2019 Equity Issuance;failure to satisfy such conditions subsequent shall constitute an immediate Event of Default): (a) the Administrative Agent shall have received (unless extended by the Administrative Agent in the exercise of its sole discretion): (i) no Event later than April 21, 2017: (A) amended and restated Schedules 3.18, 3.19, 3.25, 5.1, 5.4, 5.5, and 5.9 to the Existing Credit Agreement (giving pro forma effect to the Benchmark Acquisition), each of Default which shall be acceptable to the Administrative Agent and the Lenders; (B) a Perfection Certificate, duly executed and delivered by (A) Benchmark, (B) Crosslayer, and (C) each Credit Party; (C) the Benchmark Assumption Agreement, duly executed and delivered by the parties signatory thereto; (D) a joinder agreement (in the form attached to the Guaranty and Security Agreement) duly executed and delivered by Benchmark, each other Credit Party thereto and the Administrative Agent; (E) a joinder agreement (in the form attached to the Guaranty and Security Agreement) duly executed and delivered by Crosslayer, each other Credit Party thereto and the Administrative Agent; (1) a pledge amendment (in the form attached to the Guaranty and Security Agreement) duly executed by Holdings in respect of the Stock of Benchmark acquired with the proceeds of the Third Amendment Term Loans, (2) all certificates evidencing the Stock of Benchmark acquired in the Benchmark Acquisition, accompanied by instruments of transfer or stock powers undated and endorsed in blank, and (3) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each United States jurisdiction as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to perfect the Liens created, or purported to be created, by Benchmark pursuant to the Collateral Documents; (G) a certificate of a Responsible Officer of Benchmark, certifying (A) that attached thereto is (1) a true and complete copy of a certificate as to the good standing of Benchmark (in so-called “long-form” if available), as of a recent date, from the Secretary of State of the state of its organization (or other applicable Governmental Authority to the extent available), (2) a true and complete copy of each Organization Document of Benchmark certified as of a recent date by the Secretary of State of the state of its organization, and (3) a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of Benchmark authorizing the execution, delivery and performance of the Benchmark Assumption Agreement, the Credit Agreement (as supplemented thereby) and each other document or instrument required to be delivered in connection herewith, and that such resolutions have occurred not been modified, rescinded or amended and are in full force and effect and (B) as to the incumbency and specimen signature of each officer executing the Benchmark Assumption Agreement or any other document or instrument delivered in connection herewith or therewith on behalf of Benchmark (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (F)); (1) a pledge amendment (in the form attached to the Guaranty and Security Agreement) duly executed by Holdings in respect of the Stock of Crosslayer, (2) all certificates evidencing the Stock of Crosslayer, accompanied by instruments of transfer or stock powers undated and endorsed in blank, (3) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each United States jurisdiction as may be continuingnecessary or appropriate, in the reasonable opinion of the Administrative Agent, to perfect the Liens created, or purported to be created, by Crosslayer pursuant to the Collateral Documents, and (4) copies of UCC, United States Patent and Trademark Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name Benchmark, Crosslayer or any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of Benchmark, Crosslayer or any Credit Party is located and the state and county jurisdictions in which Benchmark, Crosslayer or any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens); (ii) no later than April 28, 2017: (A) for the representations benefit of the Lender with the Third Amendment TL Commitment, the Administrative Agent shall have received a number of shares of common Stock of Holdings representing an aggregate of 10.0% (determined on a fully diluted basis after giving effect to the consummation of the Benchmark Acquisition and warranties all Stock and Stock Equivalents (or securities convertible into or exchangeable for Stock and\or Stock Equivalents) issued in connection therewith) of the outstanding Stock and Stock Equivalents of Holdings, accompanied by supporting evidence (in form and substance reasonably acceptable to the Administrative Agent) that the issuance of such shares have been duly authorized and issued in accordance with the Organizational Documents of Holdings and all Requirements of Law; and (B) the Administrative Agent shall have received (for the benefit of the applicable Persons described therein) all Stock contemplated to be issued pursuant to the Conditional Termination of Redemption Rights Agreement dated on or about the Third Amendment Effective Date among Holdings and the Lenders party thereto; (iii) no later than April [●], 2017: (A) a legal opinion from K&L Gates LLP, designated transactional counsel to Benchmark and the Credit Parties, and from such other counsel as the Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Administrative Agent; (B) updated certificates evidencing the record ownership of Holdings of all of the issued and outstanding Stock of Benchmark, accompanied by instruments of transfer or stock powers undated and endorsed in blank; (C) customary insurance certificates and endorsements thereto in form and substance reasonably satisfactory to the Administrative Agent naming the Administrative Agent (on behalf of the Lenders) as an additional insured or loss payee (and mortgagee), as the case may be, under all insurance policies to be maintained with respect to the properties of the Credit Parties contained in ARTICLE V (including Benchmark and Crosslayer) forming part of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementCollateral; and (iiiiv) no later than May [●], 2017: (A) the Administrative Agent shall have received Control Agreements in respect of all Deposit Accounts of Benchmark and (to the extent not otherwise in effect on the Third Amendment Effective Date) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), Party; and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (cB) The Collateral the Administrative Agent and each Purchaser shall have received payment for such other documents and instruments as the Administrative Agent may reasonably request to evidence (or further evidence) that the Administrative Agent has a perfected, first priority Lien in all feesCollateral, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Lettersubject only to Permitted Liens.

Conditions to Effectiveness of Amendment. This The effectiveness of the amendments and consents pursuant to this Amendment (other than the provisions of Sections 7, 8 and 10 which shall be effective as of the First Amendment Effective Date immediately) shall be subject only to the satisfaction of each of the following conditionsconditions precedent: (a) The Purchasers Lender shall have received an executed original or executed original counterparts of this AmendmentAmendment (as the case may be), duly authorized, executed and delivered by the Credit Parties, the Purchasers and the Collateral Agent.respective party or parties hereto; (b) As Lender shall have received, in form and substance satisfactory to Lender, evidence that the DPL Purchase Agreements have been duly authorized, executed and delivered by and to the appropriate parties thereto and that the transactions contemplated under the terms and conditions of the First Amendment Effective Date, and giving effect DPL Purchase Agreements have been consummated prior to or contemporaneously with the First Amendment and the 2019 Equity Issuanceexecution of this Amendment; (ic) Lender shall have received, in form and substance satisfactory to Lender, evidence that the Reunion DPL Subordinated Note in the original principal amount of $750,000 has been duly authorized, executed and delivered by ORC and that ORC has received from or on behalf of Reunion, cash or other immediately available funds in the aggregate principal amount of $750,000 constituting the proceeds of the loan made by Reunion to ORC evidenced by the Reunion DPL Subordinated Note in the original principal amount of $750,000; (d) Lender shall have received, in form and substance satisfactory to Lender, a letter agreement from Reunion in favor of Lender, acknowledging that the indebtedness owed to Reunion by ORC evidenced by the Reunion DPL Subordinated Notes is included in the "Junior Debt" as defined under the Subordination Agreement, dated February 2, 1996, between Lender and Reunion, as acknowledged by Borrowers, duly authorized, executed and delivered by Reunion and Borrowers; and (e) no Event of Default shall exist or have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party no event or condition shall have performed and complied occurred or exist which with all notice or passage of the terms, covenants, agreements and conditions to be performed time or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as both would constitute an Event of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesDefault. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as on the date (such date, if any, the “Third Amendment Effective Date”) on which each of the First conditions set forth below has been satisfied: The Administrative Agent shall have received duly executed counterparts of this Amendment Effective Date subject only to from the satisfaction Borrower, the Guarantor Subsidiaries, the Term A-2 Loan Lenders and Consenting Lenders constituting the Required Lenders. Delivery of counterparts of Term Loan Notes in favor of each Term A-2 Loan Lender that has requested a Term Loan Note. The Administrative Agent shall have received each of the following conditions: in form and substance reasonably satisfactory to the Administrative Agent: a certificate of an officer of the Borrower certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (aor other governing body) The Purchasers shall have received of each Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment, duly ; a fully executed by and delivered Funding Notice with respect to the Credit Parties, Term A-2 Loans to be borrowed on the Purchasers and the Collateral Agent. (b) As of the First Third Amendment Effective Date, ; and giving effect opinions of counsel to the First Amendment Credit Agreement addressed to the Administrative Agent and the 2019 Equity Issuance; (i) no Lenders with respect to the Credit Agreement and the Term A-2 Loans and this Amendment. No Default or Event of Default shall have occurred exist on such Third Amendment Effective Date immediately prior to or after giving effect to (i) this Amendment and be continuing; (ii) the making of the Term A-2 Loans on such date. The representations and warranties of in the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, the incurrence of the Term A-2 Loans, on and as of the First Third Amendment Effective Date to the same extent as if though made on the First Amendment Effective Date (and as of that date, except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read such representations and warranties specifically relate to be the First Amendment Effective Date)an earlier date, in which case such representations and warranties shall be will have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which will have been true and correct in all respects) on and as of such earlier date), with exceptions to . The Administrative Agent and the foregoing being disclosed to Term A-2 Loan Lenders will 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 Purchasers in the form of updated Schedules to the Purchase Agreement; and PATRIOT Act at least three (iii3) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or Business Days prior to the First Third Amendment Effective Date. The Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it. All fees due and payable pursuant to the engagement letter dated as of June 23, 2022 (the “Engagement Letter”), between the Borrower, Xxxxx Fargo Securities, LLC, JPMorgan Chase Bank, N.A. and Truist Securities, Inc. and the Fee Letter (as defined in the Engagement Letter), in each case, will have been paid (or will be paid substantially concurrently with the funding of the Term A-2 Loans). All costs and expenses (including reasonable, documented, out-of-pocket legal fees and expenses of consultants and other advisors) and other compensation payable to Administrative Agent and Xxxxx Fargo Securities, LLC will have been paid to the extent then due; provided that an invoice of such expenses will have been presented no less than two (2) Business Days prior to the Third Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which otherwise approved by the Purchasers have waived Borrower in writinga funds flow or settlement statement for this Amendment), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) (I) from each Cashless Option Tranche B-4 Lender and (II) from Additional Tranche B-5 Term Loan Lenders having Additional Tranche B-5 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-4 Term Loan Lenders plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Settlement Option” was selected, (ii) from the Administrative Agent, and (iii) from the Borrower and Holdings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-4 Lenders, a Consent to Amendment No. 9) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; (b) As of The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the First Amendment No. 9 Effective Date, simultaneously with the making (or deemed making) of Tranche B-5 Term Loans under the Amended Credit Agreement, all accrued and giving effect to unpaid interest on the First Existing Term Loans to, but not including, the Amendment No. 9 Effective Date and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) all Non-Consenting Existing Tranche B-4 Term Loan Lenders and all Post-Closing Option Tranche B-4 Lenders on the representations and warranties Amendment No. 9 Effective Date, simultaneously with the making (or deemed making) of Tranche B-5 Term Loans under the Amended Credit Parties contained in ARTICLE V Agreement, all outstanding principal of the Original Purchase Agreement and in the other Operative Documents shall be true and correct their Existing Term Loans as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment No. 9 Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules.; (c) The Collateral Administrative Agent and each Purchaser shall have received payment for the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Credit Parties. The Borrower, Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; |US-DOCS\155771128.5|| (d) The Borrower shall have paid (i) the Amendment No. 9 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 9 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, expenses charges and costs incurred disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and payable under Section 7.14 the Amendment No. 9 Arrangers) of the Original Purchase Administrative Agent for which invoices have been presented prior to the Amendment No. 9 Effective Date; (e) The representations and warranties set forth in Section 2 above shall be true and correct; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (w) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the Fee Lettercase of the Borrower, the extensions of credit contemplated hereunder, (x) the Certificate of Incorporation and By-Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower, (y) signature and incumbency certificates of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 9 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-5 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Tranche B-5 Term Loan Lenders shall have received prior to the Amendment No. 9 Effective Date such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 9 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (i) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-5 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the Borrower at least 10 days prior to the Amendment No. 9 Effective Date shall have received prior to the Amendment No. 9 Effective Date, a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of the First Amendment Effective Date subject only to upon the satisfaction of each of the following conditions:conditions (the date that all such conditions are so satisfied, the “Amendment No. 1 Effective Date”): (a) The Purchasers conditions set forth in Section 3.2(i), (ii) and (iii) of the Receivables Purchase Agreement shall be satisfied on and as of the Amendment No. 1 Effective Date, and the Agent shall have received this Amendmenta certificate dated as of the Amendment No. 1 Effective Date, duly executed and signed by the Credit Parties, the Purchasers a Responsible Officer of each of FNIS and the Collateral AgentSPV, to such effect. (b) As The Agent shall have received the favorable legal opinions of counsel to each of the First Specified Transaction Parties addressed to the Agent and each Purchaser dated the Amendment No. 1 Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents which opinions shall be true in form and correct as of substance substantially similar to those delivered in connection with the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Receivables Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Transaction Party, the authorization of execution, delivery and performance of this Amendment and any other legal matters relating to the Transaction Documents, all in form and substance reasonably satisfactory to the Agent and each Purchaser its counsel. (d) The Agent shall have received payment from FNIS or SPV, for the account of each Consenting Purchaser that executes and delivers a counterpart signature page to this Amendment at or prior to 12:00 p.m., New York City time, on June 30, 2010 (or such later time as FNIS shall agree, in its sole discretion), an upfront fee (the “Consent Fee”) in an aggregate amount equal to 0.125% of the aggregate amount of the Commitments held by each of the Consenting Purchasers. The Consent Fees shall be payable on the Amendment No. 1 Effective Date (upon the satisfaction of all other conditions for the occurrence thereof), in immediately available funds and, once paid, such fee or any part thereof shall not be refundable. (e) FNIS shall have paid (upon the satisfaction of all other conditions set forth in this Amendment) all fees and other amounts due and payable pursuant to this Amendment and the letter agreement dated June 21, 2010 between FNIS, SPV, JPMCB and X.X. Xxxxxx Securities Inc., including, to the extent invoiced, reimbursement or payment of reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Agent required to be paid or reimbursed pursuant to the Transaction Documents, including the reasonable fees, expenses charges and costs incurred disbursements of counsel for the Agent. (f) Since December 31, 2009, there has been no change, occurrence or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. The Agent shall notify FNIS, SPV and payable under Section 7.14 the Purchasers of the Original Purchase Agreement Amendment No. 1 Effective Date and the Fee Lettersuch notice shall be conclusive and binding.

Conditions to Effectiveness of Amendment. This Section 1 of this Amendment shall be become effective as of the First date (the “Fourth Amendment Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions have been satisfied or waived: (a) The Purchasers Administrative Agent (or its counsel) shall have received this Amendment, (i) a duly executed by and completed counterpart hereof that bears the Credit Partiessignature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the Purchasers signature of the Administrative Agent and (iii) a duly executed and completed counterpart hereof that bears the Collateral Agent.signature of each of the Lenders party hereto (comprising the Required Lenders); (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default The Administrative Agent shall have occurred received an Acknowledgment and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers Confirmation in the form of updated Schedules Annex I hereto from an authorized officer of each Loan Party; (c) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the Purchase Agreement; and (iiiextent invoiced no later than three Business Days prior to the Fourth Amendment Effective Date) each Credit Party shall have performed in connection with this Amendment and complied the other transactions contemplated hereby in accordance with all Section 9.03 of the termsCredit Agreement and (ii) on behalf of itself, covenantsits Affiliates and each Lender consenting to this Amendment, agreements and conditions all fees owed to be performed or complied with by it it, its Affiliates and/or such Lender on or prior to the First date hereof; (d) The Administrative Agent shall have received at least two (2) Business Days prior to the Fourth Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, 5) Business Days prior to the extent that any schedules hereto are incomplete or inaccurate as of the First Fourth Amendment Effective DateDate by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the Credit Parties shall deliver updated schedules.USA PATRIOT Act and other “know your customer” rules and regulations; and (ce) The Collateral Administrative Agent and each Purchaser shall have received payment for all fees, expenses the Approved Budget in form and costs incurred and payable under Section 7.14 of substance satisfactory to the Original Purchase Agreement Administrative Agent and the Fee LetterRequired Lenders.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date on which the following conditions precedent have been satisfied or waived (the “Third Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (A) MWVC, (B) the Credit PartiesBorrower, (C) Lenders constituting the Purchasers Required Lenders and (D) the Collateral Administrative Agent. (b) As of the First Amendment Effective Date, and After giving effect to this Amendment, each of the First representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Third Amendment Effective Date as if made on and as of the 2019 Equity Issuance;Third Amendment Effective Date (or to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date). (ic) no No Default or Event of Default shall have occurred and be continuing; (ii) continuing on the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Third Amendment Effective Date as if or after giving effect to the amendments contemplated herein and any extensions of credit requested to be made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Third Amendment Effective Date). (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, in which case such representations and warranties all applicable waiting periods shall be true and correct as of such earlier date)have expired without any action being taken or, with exceptions to the foregoing being disclosed Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented to the Purchasers in Borrower on or before the form of updated Schedules to the Purchase Agreement; andThird Amendment Effective Date. (iiif) each Credit Party The Administrative Agent and the other Lenders shall have performed and complied with all of the termsreceived, covenants, agreements and conditions to be performed or complied with by it on or at least 5 days prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Third Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all feesPatriot Act, expenses and costs incurred and payable under Section 7.14 previously requested of the Original Purchase Agreement and Borrower by the Fee LetterAdministrative Agent.

Conditions to Effectiveness of Amendment. This Amendment (other than with respect to Section 3.1) shall be become effective as of on the First date (the “Amendment Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions are satisfied or waived: (a) The Purchasers Administrative Agent (or its counsel) shall have received from the Administrative Agent, the L/C Issuer, the Swingline Lender, the Borrower, Holdings and Lenders constituting the Required Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent) that such party has signed a counterpart of this Amendment. (b) As The Administrative Agent shall have received the net cash proceeds (the “Notes Proceeds”) from the incurrence of the at least $1.5 billion of February 2013 First Amendment Effective DateLien Notes, and giving effect to the First Amendment and the 2019 Equity Issuance;be applied to repay Term Loans as follows: (i) no Event first, to repay the aggregate principal amounts of Default shall have occurred Term B-1 Loans, Term B-2 Loans and Term B-3 Loans held by each Consenting Lender (other than a Defaulting Lender) on the Amendment Effective Date which such Consenting Lender has elected to be continuingrepaid at par as set forth on such Lender’s Consent Form (as defined below); (ii) second, to the representations and warranties repayment of the Credit Parties contained in ARTICLE V aggregate principal amounts of Term B-5 Loans and Term B-6 Loans (such Lender’s “B5/B6 Submitted Amount”) held by each Consenting Lender (other than a Defaulting Lender) on the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date which such Consenting Lender has elected to be repaid at par as set forth on such Lender’s Consent Form; provided that, if made the aggregate B5/B6 Submitted Amount of all Consenting Lenders exceeds the lesser of (x) 20% of the outstanding principal amount of all Term B5 Loans and Term B-6 Loans on the First Amendment Effective Date and (except y) the amount of Notes Proceeds remaining after the application of the repayments pursuant to clause (i) above, the extent expressly made as Borrower shall repay portions of the B5/B6 Submitted Amount on a prior date (other than the Closing Date, which shall be read ratable basis among such Consenting Lenders up to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementlesser amount; and (iii) each Credit Party shall have performed and complied with all of the termsthird, covenants, agreements and conditions to repay Term Loans elected to be performed or complied with repaid by it the Borrower on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Administrative Agent and each Purchaser shall have received from the Borrower a consent fee payable for the account of each Consenting Lender (other than a Defaulting Lender) holding outstanding Revolving Facility Commitments or Term B-4 Loans as of the Amendment Effective Date equal to 0.10% of the sum of (x) the aggregate principal amount of Term B-4 Loans, if any, held by such Lender as of the Amendment Effective Date with respect to which a consent was delivered and (y) the aggregate amount of the Revolving Facility Commitments, if any, of such Lender as of the Amendment Effective Date with respect to which a consent was delivered. (d) The Administrative Agent shall have received all fees payable thereto on or prior to the Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment for of all reasonable and documented out-of-pocket expenses (including reasonable fees, expenses charges and costs incurred disbursements of Xxxxxx, Xxxxxx & Xxxxxxx LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (e) A reaffirmation agreement substantially in the form previously delivered under the Credit Agreement shall have been executed and payable under Section 7.14 delivered by each party thereto. (f) The Administrative Agent shall have received, on behalf of itself, the Lenders and the L/C Issuer on the Amendment Effective Date, a written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP or other counsel reasonably acceptable to the Administrative Agent, as counsel for the Loan Parties, and (ii) each local counsel specified on Schedule 1 or other counsel reasonably acceptable to the Administrative Agent, in each case (a) dated the Amendment Effective Date, (b) addressed to the Administrative Agent, the Lenders and the L/C Issuer on the Amendment Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent. Each Loan Party hereby instructs its counsel to deliver such opinions. (g) The Borrower shall have received applicable regulatory approval for effectiveness of the Original Purchase Agreement Amendment (other than with respect to the Extended Maturity Revolving Facility Commitments to be established pursuant to Section 3.1 hereof) and the Fee Letteroffering of the February 2013 First Lien Notes.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of each of date on which the following conditions:conditions precedent have been satisfied or waived (the “Effective Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (i) the Credit Parties, Borrowers and (ii) the Purchasers and the Collateral AgentRequired Lenders. (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; The Administrative Agent shall have received (i) payment, for distribution to each Lender that has signed and delivered this Amendment to the Administrative Agent by no Event later than 3:00 p.m., New York City time, on Thursday, September 3, 2009, of Default shall have occurred an amendment fee equal to 0.20% of the Commitment of such Lender then in effect as of the date hereof and be continuing; (ii) payment of all fees, as well as expenses for which invoices have been presented on or before the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Datehereof, which shall be read are required to be the First Amendment Effective Date), paid in which case such representations and warranties shall be true and correct as of such earlier date), connection with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesthis Amendment. (c) The Collateral Agent conditions precedent to the amendment dated the date hereof to the Borrowers’ $1.2 Billion Competitive Advance and each Purchaser Revolving Credit Facility Agreement (the “1.2 Billion Credit Agreement”), dated as of December 19, 2006, among Weyerhaeuser, WRECO, JPMorgan Chase Bank and Citibank, as initial fronting banks, JPMorgan Chase Bank and Citibank, as swing line banks, JPMorgan Chase Bank, as administrative agent, Citibank, as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, Xxxxxx Xxxxxxx Bank, as co-documentation agent, and the lenders named therein, shall have received payment for all feesbeen satisfied (other than the condition precedent that the conditions precedent to this Amendment shall have been satisfied). Once effective, expenses and costs incurred and payable under Section 7.14 such amendment will (i) reduce the facility size of the Original Purchase $1.2 Billion Credit Agreement to $400,000,000, (ii) remove WRECO as a borrower under the $1.2 Billion Credit Agreement, (iii) modify the net worth covenant contained in the $1.2 Billion Credit Agreement in the same manner as set forth in this Amendment and (iv) amend the Fee Letterfacility fees and applicable margin under the $1.2 Billion Credit Agreement in the same manner as set forth in this Amendment. (d) No greater than $200,000,000 in Loans shall be outstanding to WRECO as a Borrower under the Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall be effective as The effectiveness of the First Amendment Effective Date amendments set forth in Section 2 above is subject only to the satisfaction of (or waiver by each Consenting Lender and Consenting Issuing Bank party hereto) of the following conditions:conditions precedent (the date of such satisfaction or waiver being the “Amendment No. 2 Effective Date”): (a) The Purchasers Agent shall have received counterparts of this Amendment, duly Agreement executed by a Responsible Officer of each Loan Party and a duly authorized officer of the Credit PartiesAgent, the Purchasers each Consenting Lender and the Collateral Agenteach Consenting Issuing Bank. (b) As The Lead Borrower shall have paid all reasonable and documented out-of-pocket fees and expenses of the First Amendment Effective DateAgent and the Consenting Lenders (including, without limitation, such legal fees and giving effect expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxx Xxxx Xxxxxxxxx Canada LLP as counsel to the First Agent) incurred in connection with the preparation, execution and delivery of this Amendment and the 2019 Equity Issuance;other instruments and documents to be delivered hereunder. (ic) no Event Each of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Loan Parties contained in ARTICLE V Section 3 of this Amendment are true and correct in all material respects as of the Original Purchase Agreement Amendment No. 2 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in the other Operative Documents which case such representations and warranties shall be true and correct in all material respects as of the First Amendment Effective Date as if made on the First Amendment Effective Date (such earlier date) and except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date)such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; andall respects. (iiid) each Credit Party shall have performed No Default or Event of Default has occurred and complied with all of is continuing on the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment No. 2 Effective Date (other than any failure immediately prior to perform giving effect to this Amendment) or comply with such terms, covenants, agreements and conditions which the Purchasers would result immediately after giving effect to this Amendment. (e) The Agent shall have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as received a certificate of the First Lead Borrower, dated the Amendment No. 2 Effective Date, executed by a Responsible Officer of the Credit Parties shall deliver updated schedulesLead Borrower certifying compliance with the requirements set forth in clauses (c) and (d) of this Section 4. (cf) The Collateral Agent and each Purchaser Lead Borrower shall have received payment paid to the Agent, for all feesthe ratable account of each Consenting Lender, expenses and costs incurred and payable under Section 7.14 a consent fee equal to 0.15% of the Original Purchase Agreement and the Fee Letteraggregate principal amount of Revolving Credit Commitments held by such Consenting Lender immediately prior to giving effect to this Amendment.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of upon that date (the First Amendment “Effective Date subject only to the satisfaction of Date”) when each of the following conditionsconditions has been met: (a) The Purchasers Senior Secured Five Year Notes and related documents shall have received this Amendment, duly executed provide for the payment of a portion of the proceeds of the issuance of the Senior Secured Five Year Notes directly by the trustee for the noteholders thereof to the Agent as a prepayment in such amount of the Revolving Credit PartiesLoans and Swing Loans, the Purchasers if any, outstanding, and the Collateral Agent.Senior Secured Five Year Notes and related documents shall substantially conform to the Summary of Terms accompanying this Amendment as Exhibit A and the Description of Notes in the preliminary offering memorandum for the Senior Secured Five Year Notes; provided that any changes or additions to covenants, terms or conditions of the Senior Secured Five Year Notes from those set forth in such Exhibit or preliminary Description of Notes shall not be materially more restrictive to any of the Loan Parties than those of the Credit Agreement as amended hereby (as determined by the Agent in its reasonable discretion); (b) As The Senior Secured Five Year Notes shall have been issued in a principal amount not less than $600,000,000 and a portion of the First Amendment Effective Dateproceeds of the Senior Secured Five Year Notes shall be paid directly by the issuer thereof to the Agent as a prepayment in such amount of the Revolving Credit Loans and Swing Loans, if any, outstanding. (c) The Loan Parties, Agent and Lenders, as appropriate shall have executed and delivered replacement promissory notes substantially in the form of Exhibits 1.1(R) and 1.1(S)(2) (reflecting the revised Commitments), and giving effect an amended and restated Security Agreement in substantially the form attached hereto as Exhibit 1.1(S)(1). (d) There shall have been delivered to the First Amendment and Agent for the 2019 Equity Issuance; benefit of each Lender written opinions of (i) Xxxxx Xxxxxxxx, Esquire, in house counsel to the Loans Parties and (ii) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, in each case dated as of the date of issuance of the Senior Secured Five Year Notes substantially similar in scope to the opinion letter received in connection with the Credit Agreement, including no conflict of this Amendment with the terms of existing or new indebtedness of the Loan Parties and no conflict between the terms of the Senior Secured Five-Year Notes and existing indebtedness of the Loan Parties, and otherwise in form and substance reasonably satisfactory to the Agent and its counsel and covering such matters relating to the Loan Parties and the Loan Documents, including this Amendment, as the Agent shall reasonably request. (e) The representations and warranties of the Loan Parties contained in Section 5 [Representations and Warranties] of the Credit Agreement as amended hereby and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Effective Senior Secured Five Year Notes Date (such term being used in this Clause (e) as defined at Section 1(e) hereof) (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein); no Event of Default or Potential Default shall have occurred and be continuing; (ii) continuing or shall exist; and, Borrower and Hovnanian make the following additional representations and warranties each of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents which shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Senior Secured Five Year Notes Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.:

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 1 Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions are satisfied or waived: (a) The Purchasers Administrative Agent shall have received from (i) each Lender and (ii) each Loan Party a duly executed counterpart of (or, in the case of the Lenders, a consent to) this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment). Each Lender, duly executed by submitting a consent to the Credit PartiesPro Rata Extension Offer, the Purchasers and the Collateral Agentdated April 16, 2020, has consented to this Amendment. (b) As The Administrative Agent shall have received from the Borrower the Extension Fee referenced in Section 1(c) hereof. (c) The Administrative Agent shall have received a favorable written opinion of (i) Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, special counsel for the First Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties and (iii) Cxxxx & Co., US maritime counsel for the Loan Parties, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent and giving effect the Lenders and (C) in form and substance reasonably satisfactory to the First Amendment Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (d) The Borrower shall have paid (i) all reasonable, documented and invoiced fees payable to the Administrative Agent or any affiliate thereof as agreed between the Administrative Agent and the 2019 Equity Issuance;Borrower and (ii) all reasonable fees, expenses and disbursements of Cxxxxx, Xxxxxx & Rxxxxxx LLP, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced at least three (3) Business Days prior to the date hereof, subject to any fee cap set forth in the Engagement Letter, dated as of April 16, 2020, among the Company and the Administrative Agent. (i) no Event On and as of Default shall have occurred the Amendment No. 1 Effective Date, both immediately before and be continuing; (ii) immediately after giving effect to this Amendment, the representations and warranties of the Credit Parties contained Borrower and each other Loan Party set forth in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents Section 2 hereof shall be true and correct in all material respects and (ii) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Section 2 hereof. (f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions de-scribed in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the First Amendment No. 1 Effective Date as if made to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the First Amendment No. 1 Effective Date, (v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party, and (vii) such other documents as the Administrative Agent and the Lenders on the Amendment No. 1 Effective Date may reasonably request (except to the extent expressly made as of including tax identification numbers and addresses). (g) The Lenders shall have received a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers solvency certificate substantially in the form of updated Schedules Exhibit C to the Purchase Agreement; and (iii) each Credit Party shall have performed Agreement and complied with all signed by a Financial Officer of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to Borrower confirming the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as solvency of the First Borrower and its Subsidiaries on a consolidated basis, in each case, after giving effect to this Amendment Effective Date, on the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.Amendment No. 1

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Initial Term Lender with a Tranche B-1 Term Exchange Commitment and from Post-Closing Option Lenders having Additional Tranche B-1 Term Commitments equal in principal amount to the amount of Initial Term Loans held by Non-Exchanging Term Lenders, (ii) from the Administrative Agent and (iii) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent) that such party has signed a counterpart of this Amendment. (b) As The Administrative Agent shall have received from each Additional Tranche B-1 Term Lender (other than Post-Closing Option Lenders) an executed counterpart to the applicable Joinder Agreement. (c) The Borrower shall have paid to the Administrative Agent, (i) for the ratable account of each Initial Term Lender, a payment equal to 1% of the First aggregate principal amount of Initial Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date, whether or not such Initial Term Lender becomes a Tranche B-1 Term Lender. (d) The Borrower shall have paid to all Non-Exchanging Term Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on their Initial Term Loans to, but not including, the Amendment No. 1 Effective Date. (e) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Amendment No. 1 Effective Date) of Xxxxxx & Xxxxxxx LLP, New York counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinions. (f) The Borrower shall have paid (i) the Joint Bookrunners the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent) for which invoices have been presented at least three Business Days prior to the Amendment No. 1 Effective Date. (g) At the time of and immediately after giving effect to the First this Amendment and the 2019 Equity Issuance; (i) no Default or Event of Default shall have occurred and be continuing;. (h) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (in relation to a Loan Party constituted under German law not older than 14 days and certified by the relevant commercial register) and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Luxembourg Register in respect of the Luxembourg Loan Party as of the date of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of article 13, items 2 to 11 and 13 and article 14 of the RCS Law, according to which the Luxembourg Loan Party would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings, (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that any schedules hereto are incomplete or inaccurate Belgian Loan Party considered that the entry into this Amendment, is of the benefit to that Loan Party, certified as of the First Amendment No. 1 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (i) To the extent required and requested by any Additional Tranche B-1 Term Lenders at least three Business Days prior to the Amendment No. 1 Effective Date, the Credit Administrative Agent shall have received all documentation and other information about the Loan Parties as shall deliver updated scheduleshave been requested in writing by such Additional Tranche B-1 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (cj) The Collateral Administrative Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 a certificate signed by a Responsible Officer of the Original Purchase Agreement Borrower certifying as to the accuracy of the representations set forth in paragraphs (b) and the Fee Letter(c) of Section 2 hereof. (k) The Administrative Agent shall have received a Consent to this Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as of the First Amendment Effective Date is subject only to the satisfaction of condition precedent that each of the following conditionsbe received by the Agent (unless otherwise waived in writing by the Agent), each of which shall be satisfactory in form and substance to the Agent: (a) The Purchasers shall have received this Amendment, duly Amendment executed by each of the Credit Parties, the Purchasers and the Collateral Agent.parties hereto; (b) As the New Revolving Credit Notes executed by the Borrower; (c) the New Competitive Bid Notes executed by the Borrower; (d) the Acknowledgment and Consent of the First Amendment Effective DateGuarantors, substantially in the form of Exhibit C hereto, executed by each of the Guarantors (the "Acknowledgment"); (e) A certificate of the Secretary or Assistant Secretary of the Borrower which certifies as to (i) the incumbency with respect to each of the officers of the Borrower authorized to execute and deliver this Amendment, the New Notes and the other documents in connection therewith and (ii) the truth and correctness of attached copies of the following: (A) all corporate or other necessary action taken by the Borrower (including the resolutions of the board of directors of Borrower) to authorize the execution, delivery and performance of this Amendment, the New Notes and the other documents entered in connection therewith; (B) the certificate of incorporation and by-laws of the Borrower (or a statement that such documents have not been amended, supplemented or otherwise modified from copies of such documents previously delivered to the Agent); and (C) a certificate of existence or other good standing certificate issued by the Secretary of State of the State of Georgia; (f) a certificate executed by a Financial Officer of the Borrower, stating that: (i) on such date, and after giving effect to the First Amendment transactions contemplated hereby, no Default or Event of Default has occurred and is continuing; (ii) there has been no change which has had or is reasonably likely to have a Materially Adverse Effect since March 31, 1997; (iii) the representations and warranties set forth in Article 6 of the Agreement are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date; and (iv) the Borrower on such date is in compliance with all the terms and provisions set forth in the Credit Agreement on its part to be observed and performed; (g) A certificate of the Secretary or Assistant Secretary of each of the Guarantors which certifies as to (i) the incumbency with respect to each of the officers of such Guarantor authorized to execute and deliver the Acknowledgment and the 2019 Equity Issuanceother documents in connection therewith and (ii) the truth and correctness of attached copies of (A) of all corporate or other necessary action taken by such Guarantor (including the resolutions of the board of directors of such Guarantor) to authorize the execution, delivery and performance of the Acknowledgment and (B) the certificate of incorporation and by-laws of such Guarantor (or a statement that such documents have not been amended, supplemented or otherwise modified from copies of such documents previously delivered to the Agent); (h) payment by the Borrower of a fee equal to $337,500.00 to the Agent to be distributed to the Lenders pro rata based upon their Applicable Commitment Percentage of the Total Commitments; (i) no Event opinions of Default shall have occurred (i) Robexx XxXxxxxx, Xxquire, corporate counsel to the Borrower and be continuing; the Guarantors as to certain corporate matters, and (ii) King & Spalding, counsel to the representations Borrower and warranties the Guarantors regarding the enforceability of the Amendment, the Credit Parties contained in ARTICLE V of Agreement as amended by the Original Purchase Agreement Amendment, and in the New Notes, and such other Operative Documents shall be true and correct matters as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementAgent or its counsel may request; and (iiij) each Credit Party shall have performed and complied with all of such other approvals, opinions or documents as the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesAgent may reasonably request. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Anything contained in this Amendment to the contrary notwithstanding, the terms and provisions of this Amendment shall be only become effective as of the First Amendment Effective Date subject only to upon the satisfaction of each of the following conditionsadditional conditions precedent: (a) The Purchasers Congress shall have received an executed original or executed original counterparts (as the case may be) of this AmendmentAmendment together with the following, each of which shall be in form and substance satisfactory to Congress: (i) the LCI Fourth Restated Note; (ii) certified resolutions of the Board of Directors of LCI duly executed by authorizing the Credit Parties, the Purchasers execution and delivery of this Amendment and the Collateral Agentinstruments and transactions hereunder; and (iii) an Amendment between LPC and Congress with respect to the LPC Financing Agreements and the documents and instruments required thereunder and the satisfaction of all conditions precedent to the effectiveness thereof (the "March 1997 LPC Amendment"). (b) As Arrangements satisfactory to Congress shall be made by LPC such that the proceeds of the First Amendment Effective DateMarch 1997 Additional LPC Term Loan (as defined in the March 1997 LPC Amendment) shall be used as required therein, and giving effect to the First Amendment and the 2019 Equity Issuance;that, contemporaneously therewith: (i) no CIT shall release all of its liens and security interests in the assets and properties of LPC which constitute "CIT Collateral" pursuant to the Subordination Agreement between CIT and Congress, as amended; (ii) CIT and Congress shall enter into an agreement, in form and substance satisfactory to Congress, terminating or amending the Subordination Agreement dated as of January 17, 1996 between CIT and Congress, as amended, to provide for, among other things, the release referred to in clause (i) of this paragraph 12(b); and (iii) LPC shall have delivered to Congress a payoff letter from Chase, setting forth the amount of the Rochester IRB Balance as of the date hereof, and shall have authorized Congress to disburse a portion of the March 1997 Additional LPC Term Loan directly to Chase in payment thereof. (c) All representations and warranties contained herein, in the Accounts Agreement and in the other Financing Agreements shall be true and correct in all material respects; and (d) No Event of Default shall have occurred and no event shall have occurred or condition be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date)existing which, with exceptions to the foregoing being disclosed to the Purchasers in the form notice or passage of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all time or both, would constitute an Event of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesDefault. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment Acceptance of the foregoing amendments by the Agent on behalf of the Banks shall be effective as of the First Amendment Effective Date subject only subject, without limitation, to the satisfaction of each of the following conditions: (a) The Purchasers shall have received this Amendment, duly executed All Real Estate owned by the Credit PartiesJoint Ventures shall constitute Eligible Real Estate, excluding compliance with subsection (a) of the Purchasers definition of "Eligible Real Estate" and compliance with the Collateral Agentrequirements set forth in subsections (a), (b), (c), (d), (e), (f), (g), (h), (i), (l), (n), (p), (r) of the definition of "Eligible Real Estate Qualification Documents," provided that the Majority Banks also shall receive satisfactory evidence of title to such Real Estate. (b) As The Borrower shall have provided evidence that the underlying assets of the First Amendment Effective Date, Joint Ventures are not and giving effect will not be subject to any liens or encumbrances except for liens and encumbrances expressly permitted by the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Joint Venture Pledge Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral legal documentation of each Joint Venture shall be satisfactory to the Banks and their counsel. (d) The Agent and each Purchaser shall have received payment for all feesa first prior perfected lien in the Joint Venture Collateral in the form of a Joint Venture Pledge Agreement attached hereto as Exhibit A, expenses supported by such legal documentation and costs incurred opinions of legal counsel as shall be satisfactory to the Banks and payable under Section 7.14 their counsel. (e) The Joint Venture partners shall have consented to the pledges by the Borrower of the Original Purchase Joint Venture Collateral. Such consents will allow: (i) the assignment to the Agent for the benefit of the Banks of the Joint Venture Collateral, (ii) the transfer of full legal title in the Joint Venture Collateral to the Agent for the benefit of the Banks upon election by the Agent after the occurrence of an Event of Default, (iii) the Agent to transfer the Joint Venture Collateral to a third party (subject only to a right of first refusal on the part of the other joint venturer) and (iv) the substitution of new management for the Joint Ventures upon the occurrence of an Event of Default, provided the new management is experienced, of good reputation and comparable to the existing manager in terms of scope of service and cost. The Banks shall receive a favorable legal opinion of outside counsel as to the effectiveness of such consents and the availability of remedies. (f) The Indigo multifamily housing project shall have been removed from the Collateral securing the Credit Agreement. (g) New Revolving Credit Notes shall have been issued by the Borrower to Mellon Bank, N.A. in the principal amount of $25,000,000 and to FNBB in the principal amount of $25,000,000; and the Agent shall promptly return to the Borrower for cancellation the Revolving Credit Notes initially delivered. (h) Each of the Banks shall have received the opinion of Xxxxx X. Xxxxxxxxx, General Counsel to the Borrower, with respect to this Amendment, the Joint Venture Pledge Agreement and other documents required to be delivered in connection with this Amendment, including without limitation, the Fee Letterconsents referred to in subparagraph (e) of this Section 4. (i) Each of the Banks shall have received a Compliance Certificate dated as of the date hereof demonstrating compliance with each of the covenants calculated therein as of March 31, 1996. (j) All proceedings in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Majority Banks and the Agent's Special Counsel, and the Agent shall have received all information and such counterpart originals or certified copies of such documents and such other Certificates, opinions or documents as the Majority Banks and the Agent's Special Counsel may reasonably require. (k) Each of the Banks shall have received from the REIT and the Borrower a copy, certified as of a date in 1995 or 1996 by the appropriate officer of each State in which the REIT, the Borrower or any Subsidiary or Nominee is organized and certified by a duly authorized officer of the REIT to be true and complete, of each amendment to the certificate of incorporation of the REIT or the certificate of limited partnership of the Borrower and of each organizational document (or amendment thereto) of each Subsidiary and Nominee. (l) All action on the part of the REIT, the Borrower and each Subsidiary and Nominee necessary for the valid execution, delivery and performance by each of the REIT, the Borrower and such Subsidiary and Nominee of this Amendment No. 3 and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to each of the Banks. Each of the Banks shall have received from each of the REIT, the Borrower and each applicable Subsidiary and Nominee true copies of its by-laws and the resolutions adopted by its shareholders and board of directors, partners, beneficiaries and trustees, as the case may be, authorizing the transactions described herein, each certified by its clerk, secretary, trustee or authorized partner as of a recent date to be true and complete. (m) Each of the Banks shall have received from the REIT, the Borrower and each applicable Subsidiary and Nominee an incumbency certificate, dated as of the effective date of this Amendment No. 3, signed by a duly authorized officer of the REIT or officer, trustee or partner of each applicable Subsidiary and Nominee and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of the REIT, the Borrower and each such Subsidiary and Nominee, each of the Loan Documents to which the REIT, the Borrower or such Subsidiary or Nominee is or is to become a party; (b) to make Loan and Conversion Requests; and (c) to give notices and to take other action on behalf of the REIT or the Borrower under the Loan Documents.

Conditions to Effectiveness of Amendment. This Section 3 of this Amendment shall be become effective as of the First date (the “Second Amendment Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions have been satisfied or waived: (a) The Purchasers Administrative Agent (or its counsel) shall have received this Amendment, (i) a duly executed by and completed counterpart hereof that bears the Credit Partiessignature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the Purchasers signature of the Administrative Agent and (iii) a duly executed and completed counterpart hereof that bears the Collateral Agent.signature of each of the Lenders party hereto (comprising the Required Lenders) and each Incremental Revolving Lender; (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default The Administrative Agent shall have occurred received an Acknowledgment and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers Confirmation in the form of updated Schedules to the Purchase Agreement; and (iii) Annex I hereto from an authorized officer of each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules.Loan Party; (c) The Collateral Administrative Agent and each Purchaser shall have received payment for (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the Second Amendment Effective Date) in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement, (ii) on behalf of itself, BMO Capital Markets Corp., as lead arranger, and each Lender consenting to this Amendment, the fees owed to it, BMO Capital Markets Corp. and/or such Lender pursuant to that certain mandate letter, dated as of March 31, 2020, between the Borrower and BMO Capital Markets Corp. and (iii) on behalf of each Lender, all feesaccrued interest on outstanding Loans on the Second Amendment Effective Date and, expenses if such Lender is a Revolving Lender, all commitment fees and costs incurred and participation fees payable under Section 7.14 2.12 of the Original Purchase Agreement Credit Agreement, whether or not any such amounts are then due and payable; (d) The Administrative Agent shall have received a certificate of each Loan Party, dated as of the Second Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching a copy of (i) each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing this Amendment, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the Fee LetterLoan Documents to which it is a party, in each case, certified as of the Second Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, as applicable; (e) The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of Holdings certifying the solvency, after giving effect to this Amendment, of Holdings and its Subsidiaries on a consolidated basis in substantially the form of Exhibit E to the Amended Credit Agreement; (f) The Administrative Agent shall have received the executed legal opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Second Amendment Effective Date) of (i) Xxxx Xxxxxxx & Xxxxxx LLP, New York counsel to the Loan Parties, and (ii) Xxxxx, Xxxxxxxx & Xxxxxxx, LLP, Georgia counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (g) The Administrative Agent shall have received at least two (2) Business Days prior to the Second Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the Second Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” rules and regulations; and (i) Section 2.20(a)(A) shall be satisfied with respect to the Incremental Revolving Commitment, (ii) the Borrower shall be in compliance on a Pro Forma Basis (both before and after giving effect to the Incremental Revolving Commitment and any actual drawings thereunder on the Second Amendment Effective Date) with the Financial Performance Covenant as of the last day of the most recently ended Test Period (with any proceeds of the Incremental Revolving Commitment and any Cure Amounts to be excluded for purposes of the cash component of the Total Net Leverage Ratio) and (iii) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (i) and (ii) above, together with reasonably detailed calculations demonstrating compliance with clause (ii) above.

Conditions to Effectiveness of Amendment. This Amendment, including the amendments set forth in Section 2 shall become effective and the provisions set forth in Section 2 shall become operative on the date (the “Amendment shall be effective as of the First Amendment No. 3 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by each applicable party: (a) The Purchasers Administrative Agents shall have received executed signature pages to this AmendmentAmendment from the Required Lenders, duly executed by the Credit PartiesHoldings, the Purchasers Borrowers and the Collateral Agent. (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuanceeach other Credit Party; (i) The representations and warranties set forth herein shall true and correct in all material respects except that any representation and warranty that is qualified or subject to a “material adverse effect”, “material adverse change” or similar term or qualification is true and correct in all respects) and (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; (c) The Administrative Agents shall have received executed copies of each of the Sponsor Secured Note Documents (except those to be delivered post-closing), executed by each party thereto and, in each case, in form and substance reasonably satisfactory to the Administrative Agents and the Borrower shall have received, or shall receive substantially contemporaneously with the occurrence of the Amendment No. 3 Effective Date, $27,500,000 of gross cash proceeds (less fees and expenses) in respect of the Sponsor Secured Note; (d) The Administrative Agents shall have received, each in form and substance satisfactory to the Administrative Agents, (i) the Revolving Loan Intercreditor Agreement and (ii) a joinder to the representations and warranties Intercreditor Agreement (the “Intercreditor Joinder”) with respect to the addition of the Credit Parties contained in ARTICLE V Sponsor Secured Note and the obligations of the Original Purchase Agreement Borrowers thereunder, and each such agreement shall have become effective concurrently with or prior to the effectiveness of this Amendment; (e) The Borrowers shall have paid the US Administrative Agent, for the account of each Lender that consents to this Amendment and provides its signature page hereto on or before 5:00 p.m. New York time, February 18, 2016, a consent fee (the “Consent Fee”) in an amount equal to 0.125% of each such consenting Lender’s Revolving Credit Commitment (it being understood that the other Operative Documents Borrowers shall be true and correct as of have no obligation to pay the First Consent Fee if the Amendment No. 3 Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Datedoes not occur), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iiif) each Credit Party The Borrower shall have performed paid the reasonable and complied with all documented out-of-pocket costs and expenses of the terms, covenants, agreements and conditions to be performed Administrative Agents in connection with this Amendment or complied with by it on or for which invoices have been presented at least two Business Days prior to the First Amendment No. 3 Effective Date (including the reasonable and documented fees, disbursements and other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, charges of Xxxx Xxxxxxxx LLP as counsel to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral US Administrative Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of Goodmans LLP as counsel to the Original Purchase Agreement and the Fee LetterCanadian Administrative Agent).

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 2 Effective Date subject only to the satisfaction of each of Date”) on which the following conditionsconditions are satisfied or waived by the Lenders and the Issuing Banks: (a) The Purchasers Administrative Agent (or its counsel) shall have received from each of the Borrower, the Subsidiary Loan Parties and the Lenders party hereto (which shall constitute the Required Lenders of each Class) (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Amendment by electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent. (b) As of The Administrative Agent shall have received, to the First extent invoiced at least one Business Day prior to the Amendment No. 2 Effective Date, reimbursement or payment of all reasonable and giving effect documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the First Amendment and the 2019 Equity Issuance;No. 2 Effective Date. (ic) no Event of Default The Company shall have occurred paid to the Administrative Agent, for the account of each Lender that provides its consent to this Amendment (each, a “Consenting Lender”), an amendment fee in Dollars equal to the sum of (x) 0.10% of the aggregate principal amount of the Term Loans outstanding held by each such Consenting Lender on the Amendment No. 2 Effective Date and (y) 0.10% of the aggregate principal amount of the Revolving Facility Commitments of each such Consenting Lender on the Amendment No. 2 Effective Date. Such fee shall be continuing;payable on, and subject to the occurrence of, the Amendment No. 2 Effective Date. (iid) the The representations and warranties of the Credit Parties contained set forth in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents Section 3.2 hereof shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment No. 2 Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and. (iiie) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on On or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment No. 2 Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser Beneficial Ownership Regulation shall have received payment for all feesdelivered, expenses and costs incurred and payable under Section 7.14 of to each Lender that so requests at least five Business Days prior to the Original Purchase Agreement and the Fee LetterAmendment No. 2 Effective Date, a Beneficial Ownership Certification in relation to such Loan Party.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date on which the following conditions precedent have been satisfied or waived (the “Second Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (A) MWVC, (B) the Credit PartiesBorrower, (C) Lenders constituting the Purchasers Required Lenders and (D) the Collateral Administrative Agent. (b) As of the First Amendment Effective Date, and After giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event this Amendment, each of Default shall have occurred and be continuing; (ii) the representations and warranties of made by any Loan Party in or pursuant to the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date as if made on the First Second Amendment Effective Date (except to the extent such representations and warranties expressly made as of a prior date (other than the Closing Date, which shall be read relate to be the First Amendment Effective Date)an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent except that any schedules hereto are incomplete representation and warranty that is qualified as to “materiality” or inaccurate as of the First Amendment Effective Date, the Credit Parties “Material Adverse Effect” shall deliver updated schedulesbe true and correct in all respects. (c) No Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date or after giving effect to the amendments contemplated herein and the extensions of credit requested to be made on the Second Amendment Effective Date. (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or, to the Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Collateral Lenders and the Administrative Agent and each Purchaser shall have received payment all fees required to be paid, and all expenses for which invoices have been presented to the Borrower on or before the Second Amendment Effective Date. (f) The Administrative Agent and the other Lenders shall have received, at least 5 days prior to the Second Amendment Effective Date, all feesdocumentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, expenses and costs incurred and payable under Section 7.14 including the Patriot Act, previously requested of the Original Purchase Agreement and Borrower by the Fee LetterAdministrative Agent.

Conditions to Effectiveness of Amendment. This Amendment shall be effective as The effectiveness of this Incremental Amendment, including the obligation of the First Amendment Effective Date 2018 Incremental Term B Lender to make a 2018 Incremental Term B Loan, is subject only to the satisfaction of each or waiver of the following conditions:conditions (the date of such satisfaction or waiver of such conditions being referred to herein as the “2018 Incremental Amendment Effective Date”): (a) The Purchasers Administrative Agent shall have received this AmendmentIncremental Amendment executed and delivered by a duly authorized officer of the Borrower, duly executed by each other Loan Party and the 2018 Incremental Term B Lender (which constitutes Required Lenders under the Credit Parties, the Purchasers and the Collateral AgentAgreement). (b) As The Administrative Agent shall have received, on behalf of itself and the 2018 Incremental Term B Lender, customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions of formation or organization, in each case, with respect to the Borrower and the other Loan Parties. Subject to clause (l) of this Section 3, all documents and instruments required to create and perfect the Administrative Agent’s security interests in the Collateral shall have been executed and delivered by the Borrower and the Guarantors (or, where applicable, the Borrower and the Guarantors shall have authorized the filing of financing statements under the Uniform Commercial Code) and, if applicable, be in proper form for filing. (c) A certificate of a Responsible Officer of the First Borrower certifying that (i) the conditions in clauses (h), (j) and (k)(ii) of this Section 3 have been satisfied and (ii) the 2018 Incremental Term B Loans are being incurred in reliance on Section 2.17(a)(iii) of the Existing Credit Agreement. (d) To the extent such documentation has not previously been delivered in connection with the funding of the Initial Term B Loans under the Existing Credit Agreement, the Administrative Agent and the 2018 Incremental Term B Lender shall have received at least three (3) business days prior to the 2018 Incremental Amendment Effective Date, all documentation and other information required with respect to the Loan Parties by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act to the extent reasonably requested in writing by the Administrative Agent or the 2018 Incremental Term B Lender at least ten (10) business days prior to the 2018 Incremental Amendment Effective Date. To the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least three (3) business days prior to the 2018 Incremental Amendment Effective Date, the 2018 Incremental Term B Lender that has requested, in a written notice to the Borrower at least ten (10) business days prior to the 2018 Incremental Amendment Effective Date, a beneficial ownership certification as required by the Beneficial Ownership Regulation in relation to the Borrower shall have received such beneficial ownership certification. (e) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) business days prior to the 2018 Incremental Amendment Effective Date (except as otherwise reasonably agreed by the Borrower)), required to be paid on the 2018 Incremental Amendment Effective Date, shall have been paid, or shall be paid substantially concurrently with, the borrowing of the 2018 Incremental Term B Loans. (f) The Administrative Agent shall have received a Borrowing Request in respect of the 2018 Incremental Term B Loans as required by Section 2.03 of the Existing Credit Agreement. (g) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower, in substantially the form of Exhibit G to the Existing Credit Agreement, certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the First Amendment Transactions, are solvent. (h) The Acquisition and the 2019 Equity Issuance;other Transactions shall have been, or shall substantially concurrently with the initial funding of the 2018 Incremental Term B Loans be, consummated in all material respects in accordance with the terms of the Acquisition Agreement without any amendments, waivers or consents that are materially adverse to the interests of the 2018 Incremental Term B Lender or Xxxxxx Xxxxxxx Senior Funding, Inc. as the lead arranger and bookrunner (the “Lead Arranger”) for the 2018 Incremental Term B Loans without the prior written consent (not to be unreasonably withheld, delayed or conditioned) of the Lead Arranger (it being understood and agreed that any amendment or waiver of the definition of Company Material Adverse Effect (as defined in the Acquisition Agreement), will be deemed to be materially adverse to the interests of the 2018 Incremental Term B Lender or the Lead Arranger). (i) Since December 31, 2017, there shall have been no Company Material Adverse Effect (as defined in the Acquisition Agreement). (j) As of the 2018 Incremental Amendment Effective Date, no Event of Default under clauses (a), (b), (h) or (i) of Section 7.01 of the Existing Credit Agreement is in existence immediately before or immediately after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof. (k) As of the 2018 Incremental Amendment Effective Date: (i)each of the representations made by Target in the Acquisition Agreement as are material to the interests of the 2018 Incremental Term B Lender shall have occurred be true and correct, but only to the extent that the failure to so be continuing;true and correct would provide the Borrower the right to terminate its obligations under the Acquisition Agreement, or the right to decline to consummate the Acquisition, as a result of a breach of such representations in the Acquisition Agreement; and (ii) the representations and warranties of the Credit Parties contained in ARTICLE V each of the Original Purchase Borrower and the Guarantors (after giving effect to the Transactions) set forth in Sections 3.01, 3.02, 3.03(b), (c) and (d), 3.09, 3.14, 3.17, 3.19 and 3.20 of the Existing Credit Agreement and in the other Operative Documents shall be true and correct as correct. (l) The security interest that will be granted in Collateral of any entities that will become Guarantors in connection with the First Amendment Effective Date as if made on Transactions under the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which Loan Documents shall be read to be the First Amendment Effective Date), in which case such representations created and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), andperfected, to the extent that perfection therein may be perfected by the filing of a UCC financing statement, upon the creation and perfection of such security interest or the delivery of certificates evidencing equity interests; provided that any schedules hereto are incomplete or inaccurate as such certificated equity interests with respect to subsidiaries of the First Target will be required to be delivered on the 2018 Incremental Amendment Effective Date only to the extent received from the Target after your use of commercially reasonable efforts to obtain such certificates. (m) The 2018 Incremental Term B Lender shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and Target for the 2015, 2016 and 2017 fiscal years, and (b) unaudited consolidated balance sheet and related statement of income, stockholders’ equity and cash flow of the Borrower and the Target for each subsequent fiscal quarter ended at least 45 days prior to the 2018 Incremental Amendment Effective Date, . The making of the Credit Parties 2018 Incremental Term B Loans by the 2018 Incremental Term B Lender shall deliver updated schedules. (c) The Collateral conclusively be deemed to constitute an acknowledgement by the Administrative Agent and the 2018 Incremental Term B Lender that each Purchaser of the conditions precedent set forth in this Section 3 shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letterbeen satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of the First Amendment Effective Date subject only to date first above written (the satisfaction of each of "EFFECTIVE DATE") on the first day when the following conditionsconditions have been satisfied: (a) The Purchasers This Amendment shall have received this Amendment, duly been executed and delivered by the Credit PartiesBorrower, the Purchasers Lenders, the Agent and the Collateral Co-Agent.; (b) As Borrower shall have executed and delivered to the Lenders a letter agreement pursuant to which Borrower shall have agreed to enter into an amendment and supplement to the Warrant Agreement dated as of July 31, 1996 among Vari-Lite International, Inc. and certain of the First Amendment Effective DateLenders, providing for reductions in the exercise price of the common stock purchase warrants issued pursuant to the terms of such Warrant Agreement, and giving effect the issuance of additional common stock purchase warrants to Chase Bank of Texas, N.A., in form and substance satisfactory to the First Amendment and the 2019 Equity IssuanceLenders; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent shall have received a certificate of the Secretary or Assistant Secretary of Borrower attaching and certifying copies of the resolutions of the board of directors of Borrower authorizing the execution, delivery and performance of this Amendment and all other documents to be executed and delivered by Borrower pursuant to the terms of this Amendment; (d) The Agent shall have received a certificate of Borrower dated as of the date hereof, signed by the Secretary or an Assistant Secretary of Borrower certifying (i) as to the name(s), true signature(s) and incumbency of the officer(s) of Borrower authorized to execute and deliver this Amendment and each Purchaser other document being executed and delivered pursuant to the requirements of this Amendment, and (ii) that Borrower's articles or certificate of incorporation and by-laws attached to such certificate have not been amended or modified and are in full force and effect as of the date hereof; (e) The Agent shall have received the favorable opinion of Xxxxxx & Xxxxxx, L.L.P., counsel to Borrower, addressed to the Agents and the Lenders, covering such matters relating to Borrower and the transactions contemplated by this Amendment as the Lenders may request; and (f) The Agent shall have received payment in full from Borrower for all feesoutstanding costs and expenses required to be paid or reimbursed by Borrower under the Credit Agreement, including without limitation, all professional fees and expenses and costs incurred and payable under Section 7.14 of counsel for the Original Purchase Agreement and the Fee LetterAgents.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective when the Lender shall have received (i) counterparts of this Amendment duly executed by each of the Loan Parties; (ii) the Third Amended and Restated Revolver Note, dated as of the First Amendment Effective Date subject only to date of this Amendment, in substantially the satisfaction form attached hereto as Exhibit A, executed by the Borrower; (iii) certified copy of the resolutions of the Board of Directors of the Borrower and each of the following conditionsGuarantors, evidencing approval of this Amendment and the other documents and matters contemplated hereby, (iv) a signed copy of a certificate of an officer of the Borrower and each of the Guarantors who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers and (v) a certificate, in substantially the form attached hereto as Exhibit B, signed by the President, Vice President or by any other duly authorized officer of the Borrower, solely in such corporate capacity, stating that, based on an examination which in the opinion of the signer is sufficient to enable him to make an informed statement, to the best of his knowledge: (a) The Purchasers shall have received representations and warranties contained in Section 4.01 of the Agreement are correct on and as of the date of this Amendment, duly executed Amendment as though made on and as of such date except to the extent that such representations and warranties specifically relate to an earlier date or are affected by the Credit Parties, transaction contemplated under the Purchasers and the Collateral Agent.Agreement as amended hereby; and (b) As of the First Amendment Effective DateNo event has occurred and is continuing or would result from this Amendment, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no which constitutes an Event of Default shall have occurred and or would constitute an Event of Default but for the requirement that notice be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementgiven or time elapse or both; and (iiiix) each Credit Party shall have performed and complied with all payment by the Borrower of the termsfees and costs, covenantsincluding attorneys’ fees and expenses, agreements incurred in connection with this Amendment and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such termsdocuments and matters contemplated hereby, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses fees and costs still outstanding which were incurred and payable under Section 7.14 of in connection with the Original Purchase Agreement and the Fee Letterother Loan Documents.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as (the "Amendment Effective Date") upon (a) payment by the Borrower to the Agent, for the account of the First Amendment Effective Date subject only Lender, an activation fee in the amount of $25,000 pursuant to Section 4.2(b) of the Loan Agreement, and (b) receipt by the Agent of the following, each in form and substance satisfactory to the satisfaction of each of the following conditionsAgent: (ai) The Purchasers shall have received counterparts of this Amendment, duly executed and delivered by the Credit Parties, the Purchasers and the Collateral Agent.each Borrower; (bii) As an Amended and Restated Revolving Credit Note in the form attached hereto as Annex A duly executed by each Borrower; (iii) an Acquisition Loan Note substantially in the form of Exhibit B-3 attached to the Loan Agreement duly executed by each Borrower; (iv) certified copies of the First articles of incorporation and bylaws of Mobile Products, as in effect on the Amendment Effective Date, and giving effect with respect to the First Amendment other Borrowers and the 2019 Equity IssuanceGuarantors, a certificate of an appropriate officer of such Borrowers and Guarantors to the effect that none of such documents relating to such Borrowers and Guarantors have been amended or otherwise modified since April 21, 1999 (with respect to Mid Bus and Brutzer) and July 31, 1998 (with respect to Xxxxxxx, Bus, WCI, Capacity, Mobile, World Trans and Guarantors), the respective dates on which such documents were last delivered to Agent and Lender under the Loan Agreement; (iv) no Event certificates of Default shall have occurred incumbency and specimen signatures with respect to each of the officers of the Borrowers and the Guarantors who is authorized to execute and deliver the Loan Documents to which it is a party and each other certificate, agreement or other document to be continuingexecuted by the Borrowers and the Guarantors in connection with this Amendment; (iivi) a certificate evidencing the good standing of Mobile Products in the jurisdiction of its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact business as presently conducted; (vii) a certificate of the President of Xxxxxxx or of the Financial Officer that all representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and Borrowers set forth in the other Operative Loan Documents shall be are true and correct as of the First Amendment Effective Date and that no Default or Event of Default exists (after giving effect to this Amendment and the Xxxxxx Acquisition), and Agent and Lender shall be satisfied as if made to the truth and accuracy thereof; (viii) amendments or modifications to each of the Mortgages existing on the First Amendment Effective Date and endorsements to related title insurance policies; (except ix) Certified copies of the executed Asset Purchase Agreement dated as of September 1, 2000, between Xxxxxxx, Mobile Products, Xxxxxx, Inc., an Oklahoma corporation and Celstar Group, Inc., an Ohio corporation (the "Xxxxxx Acquisition") and all documents and agreements executed in connection with such Acquisition. (x) Executed Mortgages on Acquired Real Estate in connection with the Xxxxxx Acquisition and related title insurance policies. (xi) Financing Statements duly executed and delivered by Mobile Products and Xxxxxxx; (xii) a Trademark Assignment duly executed and delivered by Mobile Products; (xiii) a Patent Assignment duly executed and delivered by Mobile Products; (xiv) a Collateral Assignment of Rights Under Acquisition Agreement, in form and substance satisfactory to the extent expressly made as Agent, duly executed and delivered by Mobile Products and Xxxxxxx; (xv) evidence of payment or arrangements for payment of all Debt and the termination or arrangements for termination of all Liens not permitted under the Loan Documents; (xvi) a prior date (other than signed opinion of Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx LLP, counsel for the Closing DateBorrowers, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date)local counsel for the Borrowers as may be required, opining as to such matters in connection with exceptions to the foregoing being disclosed to transactions contemplated by this Amendment as the Purchasers in the form of Agent or its special counsel may reasonably request; (xvii) updated Schedules to the Purchase AgreementLoan Agreement as necessary to reflect accurately as of the Amendment No. 2 Effective Date the facts purported to be set forth therein; (xviii) a consent duly executed by each Guarantor; and (iiixix) each Credit Party shall have performed such other documents and complied with all of instruments as the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesAgent may reasonably request. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date on which the following conditions precedent have been satisfied or waived (the “Fourth Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each of (A) MWVC, (B) the Credit PartiesBorrower, (C) Lenders constituting the Purchasers Required Lenders and (D) the Collateral Administrative Agent. (b) As of the First Amendment Effective Date, and After giving effect to this Amendment, each of the First representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Fourth Amendment Effective Date as if made on and as of the 2019 Equity Issuance;Fourth Amendment Effective Date (or to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date). (ic) no No Default or Event of Default shall have occurred and be continuing; (ii) continuing on the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Fourth Amendment Effective Date as if or after giving effect to the amendments contemplated herein and any extensions of credit requested to be made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Fourth Amendment Effective Date). (d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, in which case such representations and warranties all applicable waiting periods shall be true and correct as of such earlier date)have expired without any action being taken or, with exceptions to the foregoing being disclosed Borrower’s knowledge, threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (e) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented to the Purchasers in Borrower on or before the form of updated Schedules to the Purchase Agreement; andFourth Amendment Effective Date. (iiif) each Credit Party The Administrative Agent and the other Lenders shall have performed and complied with all of the termsreceived, covenants, agreements and conditions to be performed or complied with by it on or at least 5 days prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Fourth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all feesPatriot Act, expenses and costs incurred and payable under Section 7.14 previously requested of the Original Purchase Agreement and Borrower by the Fee LetterAdministrative Agent.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as when and only when the Administrative Agent shall have received executed counterparts of this Amendment (or a consent to this Amendment) from one hundred percent (100%) of the First Amendment Effective Date subject only to the satisfaction of each of Lenders and the following conditions:conditions precedent has been satisfied (the date such conditions are so satisfied herein called the “Effective Date”): (a) The Purchasers Administrative Agent’s receipt of the following, each of which shall have received this Amendmentbe originals or telecopies (followed promptly by originals) unless otherwise specified, duly each properly executed by a Responsible Officer of the signing Credit Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent: (i) counterparts of the Amendment Documents executed by the applicable Credit Parties, Parties sufficient in number for distribution to the Purchasers Administrative Agent and the Collateral AgentBorrower; (ii) a certificate on behalf of each Credit Party certifying that none of the resolutions, incumbency certificates, organizational documents and/or certificates of Responsible Officers of each Credit Party as the Administrative Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Credit Party is a party have been amended or are otherwise inaccurate since they were delivered. (b) As of Any fees required to be paid on or before the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default Date shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesbeen paid. (c) The Collateral Agent and each Purchaser Unless waived by the Administrative Agent, the Borrower shall have received payment for paid all fees, expenses charges and costs disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred and payable under Section 7.14 or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Original Purchase Agreement Borrower and the Fee LetterAdministrative Agent).

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Existing Tranche B-3 Term Loan Lender with a Tranche B-4 Term Loan Commitment and from Additional Tranche B-4 Term Loan Lenders having Additional Tranche B-4 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-3 Term Loans held by Non-Consenting Existing Tranche B-3 Term Loan Lenders and Post-Closing Option Tranche B-4 Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; (b) As The Borrowers shall have paid to all Existing Tranche B-3 Term Loan Lenders on the Fifth Amendment Effective Date, simultaneously with the making of Tranche B-4 Term Loans under the First Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-3 Term Loans to, but not including, the Fifth Amendment Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, special counsel to the Borrowers. The Borrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Fifth Amendment Effective Date, and (ii) the Administrative Agent and the Fifth Amendment Agreement Arrangers as applicable, all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Fifth Amendment Agreement Arrangers) of the Administrative Agent and the Fifth Amendment Agreement Arrangers, as applicable, for which invoices have been presented prior to the Fifth Amendment Effective Date; (e) At the time of and immediately after giving effect to the First Amendment and the 2019 Equity Issuance; (i) Amendment, no Default or Event of Default shall have occurred and be continuing. (f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Fifth Amendment Effective Date; (g) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) the representations bankruptcy, judgment, tax and warranties of intellectual property lien searches, made with respect to the Credit Parties contained in ARTICLE V the states of formation of such Person, together with (in the case of clause (i)) copies of the Original Purchase Agreement financing statements (or similar documents) disclosed by such search; (h) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and in the other Operative Documents shall be true and correct as of Borrowers, dated the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Fifth Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers substantially in the form of updated Schedules Exhibit G to the Purchase Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Fifth Amendment Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (i) Each Lender that so requests and the Administrative Agent shall have received (and shall be reasonably satisfied with) (i) at least two (2) days prior to the Fifth Amendment Effective Date, such documentation and information as is reasonably requested in writing at least seven (7) Business Days prior to the Fifth Amendment Effective Date by the Administrative Agent about the Credit Parties to the extent the Administrative Agent and Holdings in good faith mutually agree is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and (ii) at least three (3) Business Days prior to the Fifth Amendment Effective Date, from each Borrower, if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (cj) The Collateral Administrative Agent and each Purchaser shall have received payment for all feesa certificate from the Chief Executive Officer, expenses and costs incurred and payable under Section 7.14 President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, or any other senior financial officer of Holdings or the Original Purchase Agreement and Borrowers to the Fee Lettereffect that after giving effect to the Fifth Amendment Agreement, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent; and (k) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-4 Term Loans.

Conditions to Effectiveness of Amendment. This The effectiveness of the terms of this Amendment shall be effective as of the First Amendment Effective Date subject only to the satisfaction of each of the following conditions:conditions precedent (the date upon which this Amendment becomes effective, the “Amendment No. 3 Effective Date”): (a) The Purchasers the Administrative Agent shall have received this Amendment, duly executed and delivered by a duly authorized officer of each of the Credit PartiesTop Borrower, the Purchasers Co-Borrower, Xxxxxxxx Travel Canada, Inc., an Alberta corporation (the “Canadian Parent Guarantor” and, together with the Co-Borrower, the “Subject Canadian Loan Parties”), each other Loan Party, the Administrative Agent, the Swing Line Lender, each L/C Issuer, each Revolver Increase Lender, each Revolving Lender and the Collateral Agent.other Lenders party hereto; (b) As the Borrowers shall have (i) paid, or caused to have been paid, to the Lead Arranger, all fees and other amounts due and payable in connection with this Amendment on or prior to the date hereof, (ii) paid, or caused to have been paid, to the Administrative Agent, for the account of each Revolver Increase Lender, upfront fees in an amount equal to 0.30% of the First aggregate principal amount of the 2023 Increased Revolving Commitments provided by the Revolver Increase Lenders on the Amendment No. 3 Effective Date, such fees being in all respects fully earned, due and payable on the Amendment No. 3 Effective Date and non-refundable and non-credible thereafter and (iii) to the extent invoiced at least three Business Days prior to the Amendment No. 3 Effective Date (or such shorter period as the Top Borrower may reasonably agree), paid or reimbursed the Administrative Agent for all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, New York counsel to the Administrative Agent, and Xxxxxx Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel to the Administrative Agent) required to be paid or reimbursed pursuant to Section 10.04 of the Credit Agreement; (c) the representations and warranties contained in Section 6, shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, except that any such representation or warranty qualified by materiality or as to Material Adverse Effect shall be true and correct in all respects as so qualified; (d) immediately prior to and after giving effect to the First this Amendment and the 2019 Equity Issuance; (i) transactions contemplated hereby, no Event of Default shall have occurred and be continuing; (iie) the Administrative Agent shall have received a certificate, dated the Amendment No. 3 Effective Date and signed by a Responsible Officer of the Top Borrower, certifying as to the representations and warranties in Section 6(b) and (c); (f) the Administrative Agent shall have received an amendment or joinder to the Guaranty joining (i) the Co-Borrower as a Guarantor of the Guaranteed Obligations (as defined in the Guaranty), other than the Revolving Loan Obligations and (ii) the Canadian Parent Guarantor as a Guarantor of the Guaranteed Obligations; (g) the Administrative Agent shall have received lien search results covering the Subject Canadian Loan Parties, dated a date reasonably near to the Amendment No. 3 Effective Date; (h) the Administrative Agent shall have received a notice of voluntary prepayment of the Initial Term Loans in an aggregate principal amount of $70,000,000 in accordance with Section 2.05(a) of the Credit Parties contained in ARTICLE V Agreement (it being understood that each Initial Term Lender party hereto hereby waives the requirement to provide advance notice of such prepayment pursuant to Section 2.05(a) of the Original Purchase Credit Agreement); (i) the Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, the Amended Credit Agreement and in the other Operative Loan Documents to which such Loan Party is a party; (j) the Administrative Agent shall be true have received such documents and correct certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where such Person is qualified to do business; (k) the Administrative Agent shall have received favorable opinions of the First Amendment Effective Date as if made on the First Amendment Effective Date (except i) Xxxxxx & Xxxxxxx LLP, corporate counsel to the extent expressly made Loan Parties, and (ii) Xxxxx, Xxxxxxx & Xxxxxxx LLP, as of a prior date (other than Canadian counsel to the Closing Date, which shall be read to be the First Amendment Effective Date)Loan Parties, in which case such representations and warranties shall be true and correct as of such earlier date)each case, with exceptions addressed to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase AgreementAdministrative Agent; and (iiil) each Credit Party the Top Borrower and the Co-Borrower shall have performed and complied with all of the terms, covenants, agreements and conditions provided or caused to be performed or complied with provided the documentation and other information to the Lenders that are reasonably required by it on or the applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, in each case, at least three Business Days prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment No. 3 Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective when the Lender shall have received (i) counterparts of this Amendment duly executed by each of the Loan Parties; (ii) the Amended and Restated Revolver Note, dated as of the First Amendment Effective Date subject only date of this Amendment, in substantially the form attached hereto as Exhibit A, executed by the Borrower; (iii) the Guarantees, in substantially the form attached hereto as Exhibit B, and the Security Agreement, in substantially the form attached hereto as Exhibit C, each executed and delivered by the Guarantors that have not executed and delivered to the satisfaction Lender a Guarantee and the Security Agreement, each dated as of June 30, 2002; (iv) a certified copy of the resolutions of the Board of Directors of the Borrower and each of the following conditionsGuarantors, in substantially the form attached hereto as Exhibit D, evidencing approval of this Amendment and the other documents and matters contemplated hereby, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and such other documents, including, but not limited to, a certificate of "good standing" (or its equivalent), certified copies of the articles of incorporation and true and correct copies of the bylaws; (v) a favorable opinion of counsel for the Borrower, in substantially the form attached hereto as Exhibit E, as to the due execution and delivery by the Borrower and each of the Guarantors of this Amendment and the other documents contemplated hereby and as to such other matters as the Lender may reasonably request; (vi) a signed copy of a certificate of an officer of the Borrower and each of the Guarantors, in substantially the form attached hereto as Exhibit F, who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers (Lender may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Borrower or the respective Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate); (vii) a certified copy of the written approval and consent of the holders, if any, of any obligations of the Borrower which must consent to this Amendment and the Borrowings under the Agreement and the other Loan Documents, as amended hereby; (viii) Amendment No. 1 to Subordination Agreements, in substantially the form attached hereto as Exhibit G, to be signed by each Affiliate that is a holder of debt of the Borrower other than the Lender, if any, or unless waived by the Lender; (ix) Subordination Agreements, in substantially the form attached hereto as Exhibit H, each executed and delivered by the Guarantors that did not execute and deliver to the Lender a Subordination Agreement, dated as of June 30, 2002; (x) a certificate, in substantially the form attached hereto as Exhibit I, signed by the President, Vice President or by any other duly authorized officer of the Borrower, solely in such corporate capacity, stating that, based on an examination which in the opinion of the signer is sufficient to enable him to make an informed statement, to the best of his knowledge: (a) The Purchasers shall have received representations and warranties contained in Section 4.01 of the Agreement are correct on and as of the date of this Amendment, duly executed Amendment as though made on and as of such date except to the extent that such representations and warranties specifically relate to an earlier date or are affected by the Credit Parties, transaction contemplated under the Purchasers and the Collateral Agent.Agreement as amended hereby; and (b) As of the First Amendment Effective DateNo event has occurred and is continuing or would result from this Amendment, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no which constitutes an Event of Default shall have occurred and or would constitute an Event of Default but for the requirement that notice be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementgiven or time elapse or both; and (iiixi) each Credit Party shall have performed and complied with all payment by the Borrower of the termsfees and costs, covenantsincluding attorneys' fees and expenses, agreements incurred in connection with this Amendment and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such termsdocuments and matters contemplated hereby, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses fees and costs still outstanding which were incurred and payable under Section 7.14 of in connection with the Original Purchase Agreement and the Fee Letterother Loan Documents.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as when and only when the Administrative Agent shall have received executed counterparts of this Amendment (or a consent to this Amendment) from the First Amendment Effective Date subject only to the satisfaction of each of Required Lenders and the following conditions:conditions precedent have been satisfied (the date such conditions are so satisfied herein called the “Effective Date”): (a) The Purchasers Borrower shall have received this Amendmentcompleted the acquisition of certain Mineral Interests from Encore Operating, duly executed by L.P. (“EOLP”), pursuant to that certain Purchase and Sale Agreement dated as of June 28, 2009, among EOLP, Parent and Borrower (the Credit Parties“June 2009 Acquisition Agreement”, and the transactions contemplated therein, the Purchasers “June 2009 Acquisition Transaction”) in accordance in all material respects with the terms of the June 2009 Acquisition Agreement and the Collateral Agentapplicable law. (b) As The Administrative Agent’s receipt of the First Amendment following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date, ) and giving effect each in form and substance satisfactory to the First Amendment and the 2019 Equity Issuance;Administrative Agent (unless otherwise specified): (i) no Event executed counterparts of Default shall have occurred this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and be continuingthe Borrower; (ii) a Note (or replacement Note) executed by the representations and warranties Borrower in favor of each Lender requesting a Note to reflect such Lender’s Commitment after giving effect to this Amendment; (iii) Mortgages or amendments to existing Mortgages covering Proved Mineral Interests that have a Recognized Value of not less than the 80% of the Recognized Value of all Proved Mineral Interests owned by the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (after giving effect to the June 2009 Acquisition Transaction) and included in the Borrowing Base in effect on the Effective Date, duly executed and delivered by the applicable Credit Parties, together with such other assignments, conveyances, agreements and other writings as may be reasonably requested by the Administrative Agent, including, without limitation, UCC financing statements and/or amendments to financing statements, in form and substance reasonably satisfactory to the Administrative Agent; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Credit Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent expressly made that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a favorable opinion of Xxxxx Xxxxx L.L.P., counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to certain corporate matters and as to the enforceability of the Mortgages and amendments to Mortgages, as applicable, in Texas and otherwise in form and substance satisfactory to the Administrative Agent; (vii) a favorable opinion of Holme Xxxxxxx & Xxxxx, LLP, special Montana and Wyoming counsel for the Administrative Agent, addressed to the Administrative Agent and each Lender, as to the enforceability of the Mortgages and amendments to Mortgages, as applicable, in Montana and Wyoming, respectively, and otherwise in form and substance satisfactory to the Administrative Agent; (viii) a favorable opinion of Xxxx Xxxxxxx PC, special North Dakota counsel for the Administrative Agent, addressed to the Administrative Agent and each Lender, as to the enforceability of the Mortgages and amendments to Mortgages, as applicable, in North Dakota and otherwise in form and substance satisfactory to the Administrative Agent; (ix) such lien search reports as the Administrative Agent shall reasonably require, conducted in such jurisdictions and reflecting such names as the Administrative Agent shall request; (x) a certificate of a prior date Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals (other than those related to the Closing Dateordinary conduct of its business) required in connection with the execution, delivery and performance by each Credit Party and the validity against such Credit Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be read to be the First Amendment Effective Date)in full force and effect, in which case or (B) stating that no such representations and warranties shall be true and correct as of such earlier date)consents, with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementlicenses or approvals are so required; and (iiixi) each Credit Party shall have performed and complied with all a certificate signed by a Responsible Officer of the terms, covenants, agreements Borrower certifying (A) that the conditions specified in Sections 4.02(a) and conditions to be performed or complied with by it on or prior to (b) of the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers Credit Agreement have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate been satisfied as of the First Amendment Effective Date, and (B) that there has not occurred a material adverse change (x) in the assets, properties, financial condition or business operations of Parent, the Borrower and its Subsidiaries (after giving effect to the June 2009 Acquisition Transaction), taken as a whole, since the date of Parent’s most recent annual and quarterly consolidated balance sheet and consolidated statements of operations and cash flows delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) of the Credit Parties shall deliver updated schedulesAgreement, as applicable, or (y) in the facts and information regarding such entities or the June 2009 Acquisition Transaction as represented to date. (c) The Collateral No litigation, arbitration or similar proceeding shall be pending or threatened which calls into question the validity or enforceability of the June 2009 Acquisition Agreement, this Amendment, the other Loan Documents or the transactions contemplated hereby or thereby. (d) Administrative Agent and each Purchaser shall have received payment received, for all feesthe account of each Lender who executes this Amendment on or before the Effective Date, expenses and costs incurred and payable under Section 7.14 an amendment fee equal to 0.10% of such Lender’s Applicable Percentage of the Original Purchase Agreement Borrowing Base in effect prior to giving effect to this Amendment and the Fee Letterincrease in the Borrowing Base contemplated hereby.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 1 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by each applicable party: (a) The Purchasers Administrative Agent shall have received executed signature pages to this Amendment, duly executed by Amendment from the Credit PartiesLenders, the Purchasers Borrower and the Collateral Agent.each other Loan Party; (b) As The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the First Amendment No. 1 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be; (c) At the time of and immediately after giving effect to the First Amendment and the 2019 Equity Issuance; (i) this Amendment, no Default or Event of Default shall have occurred and be continuing; (iid) The Borrower shall have paid or caused to be paid all reasonable and documented out-of-pocket costs and expenses incurred by the representations Administrative Agent and warranties its Affiliates (without duplication) including the reasonable fees, charges and disbursements of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except legal counsel to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), Administrative Agent incurred in which case such representations and warranties shall be true and correct as of such earlier date), connection with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementthis Amendment; and (iiie) each Credit Party The Borrower shall have performed and complied with all paid, (i) for the account of each Lender that has returned an executed signature page to this Amendment to the terms, covenants, agreements and conditions to be performed or complied with by it on Administrative Agent at or prior to 5:00 p.m. (New York City time) on November 12, 2015, consent fees in the First Amendment Effective Date (other than any failure amount equal to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as 0.05% of the First Amendment Effective Datesum, the Credit Parties shall deliver updated scheduleswithout duplication, of such Lender’s outstanding Loans and Commitments. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 2 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by each applicable party: (a) The Purchasers Administrative Agent shall have received executed signature pages to this Amendment, duly executed by Amendment from the Credit PartiesLenders, the Purchasers Borrower and the Collateral Agent.each other Loan Party; (b) As The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date, and giving effect provided that, to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the extent that such representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents specifically refer to an earlier date, they shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct all material respects as of such earlier date); (c) At the time of and immediately after giving effect to this Amendment, with exceptions no Default has occurred and is continuing; (d) The Borrower shall have paid or caused to be paid all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (without duplication) including the reasonable fees, charges and disbursements of legal counsel to the foregoing being disclosed to the Purchasers Administrative Agent incurred in the form of updated Schedules to the Purchase Agreementconnection with this Amendment; and (iiie) each Credit Party The Borrower shall have performed and complied with all paid, (i) for the account of each Lender that has returned an executed signature page to this Amendment to the terms, covenants, agreements and conditions to be performed or complied with by it on Administrative Agent at or prior to 5:00 p.m. (New York City time) on November 3, 2015, consent fees in the First Amendment Effective Date amount equal to 0.10% of the sum, without duplication, of such Lender’s outstanding Revolving Loans and Revolving Commitments and (other than any failure to perform ii) for the account of Royal Bank of Canada (or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writingits applicable affiliates), and, such other fees as shall have been agreed with Royal Bank of Canada in writing prior to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesdate hereof. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as of the First Amendment Effective Date is subject only solely to the satisfaction or waiver of each of the following conditions:conditions (the date on which such conditions are satisfied or waived, the “Amendment No. 9 Effective Date”): (a) The Purchasers Administrative Agent shall have received (i) from the Required Revolving Credit Lenders, (ii) from each Letter of Credit Issuer directly and adversely affected by this Amendment and (iii) from the Borrowers, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; and (b) As The Borrowers shall have paid the Administrative Agent all reasonable costs and expenses of the First Administrative Agent for which invoices have been presented prior to the Amendment No. 9 Effective DateDate (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent with respect thereto). Each Revolving Credit Lender and Letter of Credit Issuer party hereto by delivering its signature page to this Amendment, 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 Revolving Credit Lender or Letter of Credit Issuer. The Administrative Agent shall notify the Lenders of the Amendment No. 9 Effective Date upon the occurrence thereof, and giving effect to such notice and the First effectiveness of this Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Amended Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true conclusive and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with binding upon all of the terms, covenants, agreements Lenders and conditions to be performed or complied with by it on or prior all of the other parties to the First Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto hereby agree that notwithstanding any other provision hereof, the Amendment No. 9 Effective Date (other than any failure to perform or comply with such termsis August 15, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules2023. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as of the First Amendment Effective Date is subject only to the satisfaction of each of all the following conditions:conditions precedent (the first date on which such conditions have been satisfied being referred to herein as the “Sixth Amendment Effective Date”): (a) The Purchasers Administrative Agent (or its counsel) shall have received this Amendment, (i) a duly executed by and completed counterpart hereof that bears the Credit Partiessignature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the Purchasers signature of the Administrative Agent and (iii) duly executed and completed counterparts hereof that bear the Collateral Agent.signature of all of the Lenders; (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default The Administrative Agent shall have occurred received an Acknowledgment and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers Confirmation in the form of updated Schedules to the Purchase Agreement; and (iii) Annex I hereto from an authorized officer of each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules.Loan Party; (c) The Collateral Administrative Agent and each Purchaser (or its counsel) shall have received payment for all fees, expenses (i) a duly executed and costs incurred and payable under Section 7.14 completed counterpart of the Original Purchase Agreement fee letter, to be dated as of the Sixth Amendment Effective Date (the “Sixth Amendment Fee Letter”), between the Administrative Agent and the Borrower, that bears the signature of the Borrower and (ii) a duly executed and completed counterpart of the Sixth Amendment Fee LetterLetter that bears the signature of the Administrative Agent; (d) the Administrative Agent shall have received a perfection certificate (the “Perfection Certificate”), in form substantially consistent with the perfection certificate delivered in connection with the Closing Date, dated as of the Sixth Amendment Effective Date or as of a recent date (as required under the Fifth Amendment and Limited Waiver to Credit Agreement, dated as of September 2, 2022 (the “Fifth Amendment”)); (e) the Borrower shall have provided to the Administrative Agent Lien searches from the Secretary of State (or comparable state authority) of the jurisdictions of organization of each of the Loan Parties; (f) Upon and after giving effect to this Amendment, (i) all of the representations and warranties set forth in Section 4 below and in the Amended Credit Agreement will be true and correct, and (ii) and no Default or Event of Default shall exist; (g) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement NAI-1533756051v20 and (ii) on behalf of itself, its Affiliates and each Lender for the account of each Lender that duly executes this Amendment on or prior to 9:00 a.m. New York time on November 21, 2022 (or such later date and time as notified by the Borrower in writing to the Lenders through the Administrative Agent), a fee equal to 1.00% of the aggregate outstanding principal amount of the Revolving Commitments and Term Loans held by such Lender on the Sixth Amendment Effective Date; and (h) The Administrative Agent shall have received all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the Sixth Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and other “know your customer” rules and regulations.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of the First date first written above (the “Amendment No. 1 Effective Date subject only to Date”) upon the satisfaction of each (or waiver in writing by the Agent and Required Purchasers) of the following conditionsconditions precedent, each in form and substance reasonably satisfactory to, and the satisfaction of, the Agent and each Purchaser: (a) The Purchasers Agent shall have received a fully executed copy of this Amendment, duly Amendment executed by each of the Credit Parties, each of the Purchasers (constituting Required Purchasers), and the Collateral Agent.; (b) As Receipt by Agent of executed copies of (i) the Heads of Agreement regarding governance matters among Issuer, FF Global Partners LLC and FF Top Holding LLC and (ii) the Mutual Release among FF Global Partners LLC, the FFGP Controlled Affiliates party thereto, the Executive Committee Members party thereto, FF Top Holding LLC, Issuer, the FFIE Controlled Affiliates party thereto, Property Solutions Acquisitions Corp., and the Directors party thereto (in each case, as defined therein); (c) Agent shall have received a fully executed copies of support letters from FF Top Holding LLC and Season Smart Limited consenting to the Shareholder Approval on the terms and conditions set forth in such support letters; (d) Receipt of all customary resolutions or written consents of the First Amendment Effective Date, Credit Parties’ appropriate governing body approving and authorizing this Amendment; (e) [reserved]; (f) After giving effect to this Amendment, subject to the First Amendment and the 2019 Equity Issuance; (i) Bridge Waivers, no Default or Event of Default shall have occurred and be continuing;continuing or shall be caused by the transactions contemplated by this Amendment; and (iig) Subject to the Bridge Waivers, the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Amended Securities Purchase Agreement and the Fee Letterother Financing Documents are true and correct in all material respects (without duplication of any materiality qualifier) as of the date hereof, both before and after giving effect to the transactions contemplated by the Amended Securities Purchase Agreement and the other Financing Documents.

Conditions to Effectiveness of Amendment. This Amendment shall be will become effective as of (the First “Second Amendment Effective Date subject only to the satisfaction of each of the following conditions:Date”) upon (a) The Purchasers shall have received this Amendment, duly executed receipt by the Credit Parties, the Purchasers and the Collateral Agent. (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance;Administrative Agent of: (i) no Event of Default shall have occurred executed signature pages to this Amendment from the Required Lenders and be continuingeach Credit Party party to the Credit Agreement; (ii) the representations U.S. Security Agreement, executed and warranties delivered by a duly authorized officer of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementeach grantor party thereto; and (iii) the U.S. Pledge Agreement, executed and delivered by a duly authorized officer of each Credit Party shall have performed and complied with all pledgor party thereto; (b) effectiveness of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior an amendment to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements ABL Facility permitting the incurrence of Future Secured Notes in form and conditions which the Purchasers have waived in writing), and, substance reasonably acceptable to the extent Administrative Agent (it being understood that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, draft amendment to the Credit Parties shall deliver updated schedules.ABL Facility previously provided to the Administrative Agent is satisfactory); (c) The receipt by the Administrative Agent of $292,022,616.10 constituting 100% of the Net Cash Proceeds from the issuance of the Additional Senior Second Lien Notes, to be applied on a pro-rata basis among the Term Loans in accordance with Section 5.2 of the Credit Agreement; (d) payment by the Company of (i) the fees owed to the Agents or their Affiliates and payable on the Second Amendment Date as previously agreed to in writing and (ii) the reasonable costs and expenses of the Administrative Agent and the Collateral Agent in connection with this Amendment (including the reasonable fees, disbursements and each Purchaser other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP as counsel to the Agents and of any local counsel to the Agents in connection with this Amendment); and (e) the Agents shall have received payment for all feesthe executed legal opinions, expenses in form and costs incurred and payable under Section 7.14 substance reasonably satisfactory to the Agents, of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Parent Borrower, (ii) Xxxxxx X. Xxxxxxxx, General Counsel of the Original Purchase Agreement Parent Borrower and (iii) Bass, Xxxxx & Xxxx PLC, special Tennessee counsel to certain of the Fee LetterU.S. Guarantors.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective upon the earliest date as of the First Amendment Effective Date subject only to the satisfaction of each which all of the following conditions:have occurred (such date, which occurred on May 28, 2009, the “Second Amendment Effective Date”): (a) The Purchasers the Administrative Agent (or its counsel) shall have received counterparts of this Amendment executed by Holdings, the Borrower, the Canadian Borrower, the Subsidiary Guarantors, Lenders collectively constituting Required Lenders, including in any event and without limitation, each of the Continuing Revolving Credit Lenders and each of the Additional Revolving Credit Lenders, (b) the Administrative Agent shall have received (i) for the account of each Term Loan Lender that transmits its executed counterpart of this Amendment, duly executed by indicating its consent hereto, to the Credit PartiesAdministrative Agent on or prior to 5:00 PM (New York City time) on May 26, the Purchasers and the Collateral Agent. (b) As 2009, an amendment fee in an amount equal to 0.10% of the First aggregate outstanding principal amount of the Term Loans held by such Lender as of the Second Amendment Effective Date, Date and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) for the representations account of each Continuing Revolving Credit Lender and warranties Additional Revolving Credit Lender that transmits its executed counterpart of this Amendment, indicating its consent hereto, to the Administrative Agent on or prior to 5:00 PM (New York City time) on May 26, 2009, an extension fee in an amount equal to 1.75% of the Credit Parties contained in ARTICLE V aggregate principal amount of the Original Purchase Agreement and in the other Operative Documents shall be true and correct Revolving Credit Commitments held by such Lender as of the First Second Amendment Effective Date as if made set forth on Schedule 1 hereto; (c) the Administrative Agent shall have received a certificate from each Credit Party, together with any appropriate insertions and attachments thereto, in form and substance substantially consistent (to the extent applicable) with that delivered by such Credit Party in connection with the First Amendment Effective Date (except or otherwise reasonably acceptable to the extent expressly made as Administrative Agent; (d) the Administrative Agent shall have received the executed legal opinions of a prior date (other than the Closing DateXxxxxxx Xxxxxxx & Xxxxxxx LLP, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions special New York counsel to the foregoing being disclosed to the Purchasers Borrower, substantially in the form of updated Schedules Exhibit A-1 hereto; and (e) all reasonable costs and expenses of the Administrative Agent and the Lenders required to be paid or reimbursed by the Purchase Agreement; and (iii) each Borrower or Canadian Borrower pursuant to Section 13.5 of the Credit Party Agreement or incurred in connection with this Amendment for which the Borrower or Canadian Borrower has received an invoice on or before the date hereof shall have performed and complied with all of been paid (including the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all reasonable fees, expenses and costs incurred and payable under Section 7.14 disbursements of legal counsel to the Original Purchase Agreement and the Fee LetterAdministrative Agent).

Conditions to Effectiveness of Amendment. This Amendment shall be effective as The effectiveness of the First Amendment Effective Date subject only to amendments set forth in Section 2 hereof shall occur on the date of the satisfaction of each of the following conditions:conditions precedent (such date, the “Thirteenth Amendment Effective Date”): (a) The Purchasers (i) the Borrowers, each other Loan Party and the Administrative Agent shall have received executed and delivered counterparts of this AmendmentAmendment to the Administrative Agent, duly (ii) each Exchanging Revolving Lender shall have executed by and delivered to the Credit PartiesAdministrative Agent a Revolving Lender Consent, and (iii) each Additional Revolving Lender, the Purchasers Borrower Representative and the Collateral Agent.Administrative Agent shall have executed and delivered to the Administrative Agent a Revolving Credit Facility Joinder; (b) As each of the First representations and warranties contained in Section 6 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Thirteenth Amendment Effective Date; (c) at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Thirteenth Amendment Effective Date (including the incurrence of the Incremental Revolving Facility), no Default or Event of Default exists; (d) the Administrative Agent shall have received a certificate, in form and substance reasonably acceptable to the Administrative Agent, dated the Thirteenth Amendment Effective Date and signed by a Responsible Officer of the Borrower Representative and confirming compliance with the conditions set forth in Sections 5(b) and 5(c) hereof; (e) the Administrative Agent shall have received a solvency certificate dated as of the Thirteenth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; (f) the Administrative Agent shall have received each Revolving Credit Note (to the extent requested at least three Business Days prior to the Thirteenth Amendment Effective Date); (g) no later than three (3) days in advance of the Thirteenth Amendment Effective Date, the Administrative Agent shall have received all documentation and giving effect other information reasonably requested by it in writing at least 10 days in advance of the Thirteenth Amendment Effective Date, which documentation or other information 16 Orion - Thirteenth Amendment to the First Credit Agreement is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (h) the Administrative Agent shall have received a certificate dated as of the Thirteenth Amendment and Effective Date from a Responsible Officer of the 2019 Equity IssuanceBorrower Representative, certifying compliance with Section 6.13 of the Existing Credit Agreement; (i) no Event of Default the Administrative Agent shall have occurred received, on behalf of itself and the Lenders on the Thirteenth Amendment Effective Date, a customary written opinion of Xxxxxxxx & Xxxxx LLP, special counsel for Parent, the Borrowers and each other Loan Party (A) dated the Thirteenth Amendment Effective Date, (B) addressed to the Administrative Agent, the Amendment Arranger and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Amendment Arranger covering such matters relating to this Amendment; (j) the Bookrunner and Mandated Lead Arranger shall have received all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Bookrunner and Mandated Lead Arranger, for which invoices have been presented to the Parent at least three Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be continuingoffset against the proceeds of the Incremental Revolving Loans; (k) the Administrative Agent shall have received: (i) all fees and expenses agreed to by the Borrowers or the Borrower Representative that are due and payable to the Administrative Agent, for which invoices have been presented to the Parent at least three (3) Business Days prior to the Thirteenth Amendment Effective Date, on or before the Thirteenth Amendment Effective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel), which amounts may be offset against the proceeds of the Incremental Revolving Loans; (ii) for distribution to each Existing Revolving Lender, an amount equal to the representations sum of (x) the principal of and warranties of unpaid interest accrued to the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Thirteenth Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as outstanding Revolving Loans of such earlier dateExisting Revolving Lender and (y) all fees and other amounts owing to or accrued for the account of such Existing Revolving Lender under the Existing Credit Agreement in respect of such Revolving Loans and such Existing Revolving Lender’s Revolving Credit Commitments (including any amounts under Section 3.06 of the Existing Credit Agreement), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and; (iii) for distribution to each Credit Party Incremental Revolving Lender that shall have performed delivered (by facsimile or otherwise) an executed signature page to a Revolving Lender Consent or a Revolving Credit Facility Joinder (as applicable), and complied with all of the termsreleased such signature page, covenants, agreements and conditions to be performed or complied with by it on or prior to 12:00 p.m. (New York time) on October 6, 2023, a non-refundable special new money fee in an amount equal to (i) 0.70% multiplied by the First principal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as such Incremental Revolving Lender is a Bookrunner and Mandated Lead Arranger; (ii) 0.60% multiplied by the principal amount of the First Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment Effective Date, to the Credit Parties shall deliver updated schedules. extent such Incremental Revolving Lender is a Mandated Lead Arranger; (ciii) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 0.50% multiplied by the principal amount of the Original Purchase Agreement Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is a Lead Arranger and (iv) 0.40% multiplied by the Fee Letterprincipal amount of the Revolving Credit Commitments held by such Incremental Revolving Lender immediately after giving effect to the transactions contemplated by this Amendment to the extent such Incremental Revolving Lender is an Arranger.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of (the First “Fourth Amendment Effective Date subject only to the Date”) upon satisfaction of each of the following conditionsconditions in a manner satisfactory to the Administrative Agent and the Lenders: (a) The Purchasers Administrative Agent shall have received executed counterparts of the following documents and instruments or such other items as are described below, as the case maybe, each in form and substance satisfactory to the Administrative Agent and the Lenders: (i) this Amendment, duly executed and delivered by the Borrower, the other Credit Parties, the Administrative Agent and each of the Lenders; (ii) amended and restated Schedules 1.1, 3.15, 3.18, 3.19, 3.23(b)-(j), 4.14, 5.1, 5.4, 5.5, 5.9 and P-1 to the Existing Credit Agreement; (iii) the duly executed amendment to the Benchmark Subordination Agreement; (iv) a duly executed Control Agreement for all accounts maintained with Bank of America, N.A.; (v) a fee agreement, duly executed and delivered by the Borrower and the Administrative Agent; (vi) the Approved Budget, certified by a Responsible Officer of the Borrower, certifying that the projections therein have been prepared in good faith based on reasonable assumptions, and that such projections contain no statements or conclusions (and there are no omissions of information) which are based upon or include information known to the Credit Parties to be misleading in any material respect or which fail to take into account information known to the Credit Parties regarding materials reported therein; (vii) the most recently available audited consolidated balance sheet of Holdings and its Subsidiaries, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the corresponding period; (viii) the Perfection Certificate; (ix) copies of UCC, United States Patent and Trademark Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of any Credit Party is located and the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens); (x) a legal opinion from (a) Gxxxxxx Pxxxxxx LLP, designated transactional counsel to the Credit Parties and (b) Txxx Xxxxxxxxxx & Hollister LLP and Sxxxx & Wxxxxx L.L.P., local Indiana and Nevada counsel to the Credit Parties, respectively; (xi) customary insurance certificates and endorsements thereto naming the Administrative Agent (on behalf of the Lenders) as an additional insured or loss payee (and mortgagee), as the case may be, under all insurance policies to be maintained with respect to the properties of the Credit Parties forming part of the Collateral; provided, in the event such certificates and endorsements are not provided on the Fourth Amendment Effective Date, the Borrower shall provide such certificates and endorsements in accordance with Schedule 4.14 of the Credit Agreement; (xii) a certificate of a Responsible Officer of each Credit Party dated the Fourth Amendment Effective Date, certifying (A) that attached thereto is (1) a true and complete copy of a certificate as to the good standing of each Credit Party, as of a recent date, from such Secretary of State of the state of its organization (or other applicable Governmental Authority to the extent available), (2) a true and complete copy of each Organization Document of such Credit Party, and (3) is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Credit Party authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which such Credit Party is a party and, in the case of Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (B) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (xii); (xiii) a certificate signed by a Responsible Officer of the Borrower dated the Fourth Amendment Effective Date certifying (I) no Default or Event of Default exists, (II) all representations and warranties of each Credit Party set forth in the Loan Documents are true and correct, and (III) all other conditions set forth in this Section 4 have been satisfied; (xiv) a Loan Request; (xv) the Sacramone Note; (xvi) a new or amended employment agreement by and between Fxxx Xxxxxxxxx and Benchmark; (xvii) a new or amended employment agreement by and between Bxxxx XxXxxxx and Benchmark; (xviii) a solvency certificate from the chief executive officer or chief financial officer of Holdings in substantially the form of Exhibit 2.1(c) to the Credit Agreement; (xix) a trademark security agreement executed by Crosslayer, Inc.; (xx) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Credit Parties; and (xxi) such other additional documents, information or agreements as the Purchasers and the Collateral AgentAdministrative Agent may reasonably request. (b) As of the First The Fourth Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default Lateral Stock shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with been issued by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesHoldings. (c) The Collateral Borrower shall have appointed a chief restructuring officer on terms (including, without limitation, scope of duties) acceptable to the Lenders in their reasonable discretion. (d) All fees and other amounts due and payable hereunder or under the Credit Agreement (including without limitation the reasonable and documented fees and expenses of King & Spalding LLP) on or prior to the Fourth Amendment Effective Date, including, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or any other Loan Document. (e) There shall not exist any judgment, decree or order of any Governmental Authority which would prevent the performance of this Amendment, the Credit Agreement (as modified hereby) or the transactions contemplated hereby or declare unlawful this Amendment or the other transactions contemplated hereby. (f) The representations and warranties set forth in Section 5 of this Amendment shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date. (g) The Administrative Agent and each Purchaser Lenders shall have received payment for all fees, expenses satisfactorily completed their business and costs incurred and payable under Section 7.14 legal due diligence review of the Original Purchase Agreement Credit Parties and their assets, including their review with respect to the Fee Lettergeneral affairs, management, prospects, financial position, stockholders equity, results of operations, corporate and capital structure of Holdings and its Subsidiaries, and tax and accounting diligence, including with respect to the potentially accrued and unpaid payroll tax liability of the Credit Parties. Other than changes occurring in the ordinary course of business, no information or materials are or should have been available to any Credit Parties and their Subsidiaries as of the Fourth Amendment Effective Date that are materially inconsistent with the material previously provided to the Administrative Agent and Lenders for their due diligence review of the Credit Parties. (h) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to the Administrative Agent.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of date on which each of the following conditions:conditions have been satisfied or waived in accordance with the terms hereof and the Credit Agreement (such date, the “Effective Date”): (a) The Purchasers 4.1 this Amendment shall have been executed and delivered by the Borrowers, the Administrative Agent, the Required Lenders and the 2015-1 Incremental Term A Loan Lenders; 4.2 the Administrative Agent shall have received this Amendmenta certificate of the Parent Borrower dated as of the Effective Date, duly executed and delivered by an Authorized Officer of the Parent Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by the Credit Parties, the Purchasers and the Collateral Agent. (b) As of the First Amendment Effective Date, and giving effect Parent Borrower approving or consenting to the First this Amendment and the 2019 Equity Issuanceincurrence of the 2015-1 Incremental Term A Loans, (B) certifying that the certificate or articles of incorporation and by-laws of the Parent Borrower either (x) has not been amended since the Closing Date or (y) is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of the Parent Borrower and (ii) certifying as to the matters set forth in Sections 4.5 below; 4.3 all fees and out-of-pocket expenses for which invoices have been presented prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrowers pursuant to Section 10.3 of the Credit Agreement or any other letter agreement in connection with this Amendment shall have been paid or reimbursed; 4.4 the Administrative Agent shall have received opinions, dated as of the Effective Date and addressed to the Administrative Agent and all 2015-1 Incremental Term A Loan Lenders, from (i) no Event of Default shall have occurred Xxxxxxxx & Xxxxx LLP, counsel to the Parent Borrower, in form and be continuing; substance reasonably satisfactory to the Administrative Agent and (ii) Maryland counsel to the Parent Borrower, in form and substance reasonably satisfactory to the Administrative Agent; 4.5 the representations and warranties in Section 5 of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents this Amendment shall be true and correct in all material respects as of the First Amendment Effective Date as if made on Date; 4.6 the First Amendment Effective Date (except Parent Borrower shall be in compliance with Section 7.2.4 of the Credit Agreement both before and after giving effect to the extent expressly made as incurrence of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement2015-1 Incremental Term A Loans; and (iii) each Credit Party 4.7 the Senior Secured Leverage Ratio shall have performed be less than 3.00 to 1.00 both before and complied with all after giving effect to the incurrence of the terms2015-1 Incremental Term A Loans (assuming, covenants, agreements and conditions to be performed or complied with by it on or prior to for the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as purposes of the First Amendment Effective Datecalculations under this Section 4.7, that the Credit Parties shall deliver updated schedulesRevolving Commitments are 50% drawn and that all Permitted Securitization is 50% utilized). (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as and the obligation of Sprint Lender to make the First Amendment Incremental Sprint Term Loan hereunder on the Incremental Sprint Term Loan Effective Date are subject only to the satisfaction or waiver on or prior to the Incremental Sprint Term Loan Effective Date of each of the following conditions: (a) The Purchasers Administrative Agent shall have received (i) a counterpart of this Amendment, executed and delivered by a duly authorized officer of Holdings, the Borrower and Sprint Lender, (ii) an executed Acknowledgement and Consent, in the form set forth at the end of this Amendment, from each Loan Party, (iii) a Note with respect to the Incremental Sprint Term Loan conforming to the requirements hereof and executed by a duly Authorized Officer of the Credit Parties, the Purchasers Borrower and the Collateral Agent(iv) an Assumption Agreement executed and delivered by a duly authorized officer of each of Clearwire Legacy LLC and Clearwire Xohm LLC. (b) As of The Administrative Agent shall have received opinions, addressed to the First Amendment Administrative Agent and Sprint Lender dated the Incremental Sprint Term Loan Effective Date, from (i) Xxxxxxxx & Xxxxx LLP, special New York counsel to the Borrower and (ii) Xxxxxx X. Xxxxxx. (c) The Administrative Agent shall have received from the Borrower, a certificate, dated the Incremental Sprint Term Loan Effective Date, signed by an Authorized Officer of the Borrower with (x) copies of the resolutions, or such other administrative approval, of the Borrower approving the Incremental Sprint Term Loan, the Acknowledgement and Consent and the Assumption Agreement to be reasonably satisfactory to the Administrative Agent and (y) a statement that all of the applicable conditions set forth in Sections 3(f) and 3(g) of this Amendment have been satisfied as of such date. (d) The Administrative Agent shall have received all fees required to be paid, and all expenses required to be paid for which invoices have been presented, on or before the Incremental Sprint Term Loan Effective Date. (e) The Administrative Agent shall have received from the President, Chief Financial Officer or another senior financial or accounting officer of Holdings a reasonably satisfactory solvency certificate that shall document the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to the First Amendment and the 2019 Equity Issuance;transactions contemplated hereby. (if) no Event of Default shall have occurred and be continuing; (ii) the All representations and warranties of contained in the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and (as amended by this Amendment) or in the other Operative Loan Documents in effect on the Incremental Sprint Term Loan Effective Date both before and after giving effect to the Incremental Sprint Term Loan shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the First Amendment Incremental Sprint Term Loan Effective Date as if made on the First Amendment Effective Date (Date, except to the extent that such representations and warranties expressly made as of a prior relate to an earlier date (other than and except to the Closing Date, which shall be read to be the First Amendment Effective Date)extent already qualified by materiality, in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesrespects. (cg) The Collateral Agent and each Purchaser After giving effect to this Amendment, no Default or Event of Default shall have received payment for all fees, expenses occurred and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letterbe continuing.

Conditions to Effectiveness of Amendment. This Amendment shall be effective as The effectiveness of the First Amendment Effective Date amendments set forth in Section 2 above is subject only to the satisfaction of (or waiver by each Consenting Lender and Consenting Issuing Bank party hereto) of the following conditions:conditions precedent (the date of such satisfaction or waiver being the “Amendment No. 1 Effective Date”): (a) The Purchasers Agent shall have received counterparts of this Amendment, duly Agreement executed by a Responsible Officer of each Loan Party and a duly authorized officer of the Credit PartiesAgent, the Purchasers each Consenting Lender and the Collateral Agenteach Consenting Issuing Bank. (b) As The Lead Borrower shall have paid all reasonable and documented out-of-pocket fees and expenses of the First Amendment Effective DateAgent and the Consenting Lenders (including, without limitation, such legal fees and giving effect expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP and Xxxxxx Xxxx Xxxxxxxxx Canada LLP as counsel to the First Agent) incurred in connection with the preparation, execution and delivery of this Amendment and the 2019 Equity Issuance;other instruments and documents to be delivered hereunder. (ic) no Event Each of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Loan Parties contained in ARTICLE V Section 3 of this Amendment are true and correct in all material respects as of the Original Purchase Agreement Amendment No. 1 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in the other Operative Documents which case such representations and warranties shall be true and correct in all material respects as of the First Amendment Effective Date as if made on the First Amendment Effective Date (such earlier date) and except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date)such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; andall respects. (iiid) each Credit Party shall have performed No Default or Event of Default has occurred and complied with all of is continuing on the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment No. 1 Effective Date (other than any failure immediately prior to perform giving effect to this Amendment) or comply with such terms, covenants, agreements and conditions which the Purchasers would result immediately after giving effect to this Amendment. (e) The Agent shall have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as received a certificate of the First Lead Borrower, dated the Amendment No. 1 Effective Date, executed by a Responsible Officer of the Credit Parties shall deliver updated schedules. Lead Borrower certifying compliance with the requirements set forth in clauses (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under (d) of this Section 7.14 of the Original Purchase Agreement and the Fee Letter4.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as of the First Amendment Effective Date is subject only solely to the satisfaction or waiver of each of the following conditions:conditions (the “Amendment No. 11 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 11 Effective Date”): (a) The Purchasers Administrative Agent shall have received (i) from each Existing Tranche B-4 Term Loan Lender with a Tranche B-7 Term Loan Commitment and from Additional Tranche B-7 Term Loan Lenders having Additional Tranche B-7 Term Loan Commitments equal in principal amount to the amount of (x) Existing Tranche B-4 Term Loans held by Non-Consenting Existing Tranche B-4 Term Loan Lenders and Post-Closing Option Tranche B-7 Lenders and (y) Repaid Tranche B-6 Term Loans, (ii) from the Administrative Agent, and (iii) from the Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-7 Lender or Post-Closing Option Tranche B-7 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent.) that such party has signed a counterpart of this Amendment; (b) As The Borrowers shall have paid to all Existing Tranche B-4 Term Loan Lenders on the Amendment No. 11 Effective Date, substantially concurrently with the making of Tranche B-7 Term Loans under the First Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-4 Term Loans to, but not including, the Amendment No. 11 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of Xxxxx Xxxx & Xxxxxxxx LLP, special counsel to the Borrowers and Morris, Xxxxxxx, Arsht & Xxxxxxx LLP, as special Delaware counsel for the Borrowers. The Borrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions; (d) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 11 Effective Date, and (ii) the Administrative Agent and the Amendment No. 11 Arrangers, as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 11 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 11 Effective Date (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Amendment No. 11 Arrangers and the Administrative Agent with respect thereto); (e) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 11 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 11 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (f) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-7 Term Loans; (g) At the time of and immediately after giving effect to the First Amendment and the 2019 Equity Issuance; (i) Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iiih) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property and, if the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto and (ii) evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 11 Effective Date. Each Additional Tranche B-7 Term Loan Lender party hereto and each Cashless Option Tranche B-7 Lender and Post-Closing Option Tranche B-7 Lender by delivering its signature page to this Amendment or a Consent to Eleventh Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 11 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in this Section 3. The Administrative Agent shall notify the Lenders of the Amendment No. 11 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Party Agreement shall have performed be conclusive and complied with binding upon all of the terms, covenants, agreements Lenders and conditions to be performed or complied with by it on or prior all of the other parties to the First Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-7 Lender and Post-Closing Option Tranche B-7 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 11 Effective Date (other than any failure to perform or comply with such termsis May 31, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules2024. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the date (the “First Amendment Effective Date subject only to the satisfaction of each Date”) on which all of the following conditionsconditions precedent have been satisfied or waived: (a) The Purchasers Administrative Agent shall have received (i) a counterpart of this Amendment, executed and delivered by a duly executed by the Credit Parties, the Purchasers and the Collateral Agent. (b) As authorized officer of each of the Borrowers and First Amendment Effective DateLenders, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) an executed Acknowledgment and Consent, in the representations form set forth at the end of this Amendment, from each of the Required Lenders who is not also a First Amendment Lender, the Parent, International and warranties the US Borrower and (iii) for the account of each Lender that has requested a Note pursuant to Section 4.04(e) of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if Agreement, a Note with respect to its Tranche A Term Loan made on the First Amendment Effective Date (except conforming to the extent expressly made as requirements hereof and executed by a duly authorized officer of the US Borrower. (b) The Administrative Agent shall have received opinions, addressed to the Administrative Agent and each of the First Amendment Lenders and dated the First Amendment Effective Date from (i) Xxxxxxxx & Xxxxx LLP, New York counsel to the US Borrower and (ii) Xxxxxxx X. Xxxxx, General Counsel of the Company, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (c) The Administrative Agent shall have received a prior date (other than certificate of the Closing DateUS Borrower, which shall be read to be dated the First Amendment Effective Date), in which case such representations as to (i) the adoption of resolutions of the Board of Directors of the US Borrower authorizing (A) the execution, delivery and warranties shall be performance of this Amendment and (B) the borrowing contemplated hereunder, (ii) the incumbency and true signature of the officers of the US Borrower executing this Amendment and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and any Notes issued hereunder and (iii) each Credit Party the certificate of incorporation and by-laws of the US Borrower, which certificate shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel and executed by the secretary or any assistant secretary or a legal representative of such US Borrower. (d) The Administrative Agent shall have performed received a certificate, dated the First Amendment Effective Date and complied with all signed by a Responsible Officer of the termsUS Borrower, covenantsconfirming compliance with the conditions set forth in paragraphs (a), agreements (b) and conditions to be performed or complied with by it (c) of Section 6.02 of the Credit Agreement. (e) The Administrative Agent, X.X. Xxxxxx Securities Inc. and the Lenders shall have received all fees and other amounts earned, due and payable on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such termsDate, covenants, agreements and conditions which the Purchasers have waived in writing), andincluding, to the extent that any schedules hereto are incomplete invoiced, reimbursement or inaccurate as payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the US Borrower hereunder. (f) The Administrative Agent shall have received a Tranche A Borrowing Request from the US Borrower, requesting a Tranche A Term Borrowing to be made on the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 8 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each Loan Party (as defined in the Credit Parties, the Purchasers and the Collateral Agent.Existing Term Loan Agreement); (b) As of the First Amendment Effective DateAgent shall have received (i) Consents from Lenders constituting Replacement 2019-1 Term B-7 Lenders and/or Replacement 2019 Term B-8 Lenders and/or (ii) executed Joinders, each entered into by an Additional 2019-1 Term B-7 Lender and/or Additional 2019 Term B-8 Lender, Holdings and the Borrowers, and giving effect to acknowledged by the First Amendment and the 2019 Equity IssuanceAgent; (c) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (i) no Event of Default shall have occurred from Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan Parties and be continuing(ii) from Xxxxxxxxx Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Lenders; (d) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority (as defined in the Existing Term Loan Agreement) and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 8 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 8 Effective Date or, if applicable, that no modifications have been made to such documents since November 16, 2018, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (e) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 8 Effective Date certifying that (i) each of the representations and warranties of made by any Loan Party in or pursuant to the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents Financing Agreements shall be be, after giving effect to this Amendment, true and correct as of the First Amendment Effective Date in all material respects as if made on and as of the First Amendment No. 8 Effective Date (Date, except to the extent such representations and warranties expressly made as of a prior date (other than the Closing Date, which shall be read relate to be the First Amendment Effective Date)an earlier time, in which case such representations and warranties shall be were true and correct in all material respects as of such earlier datetime; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further, that each reference to the Existing Term Loan Agreement therein shall be deemed to be a reference to the Existing Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default (each as defined in the Existing Term Loan Agreement) shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect (as defined in the Existing Term Loan Agreement); (f) the Parent Borrower shall have paid (or have caused to be paid), with exceptions (i) to the foregoing being disclosed Amendment No. 8 Arrangers (as defined below) in immediately available funds, all fees owing to the Purchasers Amendment No. 8 Arrangers in connection with arranging the 2019-1 Term B-7 Loans and the 2019 Term B-8 Loans (each as defined in the Amended Term Loan Agreement) as separately agreed to in writing by Holdings and the Amendment No. 8 Arrangers and (ii) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 8 Arrangers and the Agent in connection with this Amendment and the transactions contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP); (g) subject to subsection (e) above, the conditions precedent set forth in Section 4.2 of the Existing Term Loan Agreement shall have been satisfied both before and after giving effect to the borrowing of Replacement 2019-1 Term B-7 Loans and Replacement 2019 Term B-8 Loans; (h) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form of updated Schedules attached as Exhibit O to the Purchase Existing Term Loan Agreement; (i) if requested by the Agent, the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens (as defined in the Existing Term Loan Agreement) on the assets of the Loan Parties, except for Permitted Liens (as defined in the Existing Term Loan Agreement) and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 8 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (j) the Agent shall have received a Committed Loan Notice (as defined in the Existing Term Loan Agreement) for the Replacement 2019-1 Term B-7 Loans and the Replacement 2019 Term B-8 Loans; (k) the Agent shall have received, at least five (5) Business Days (as defined in the Existing Term Loan Agreement) prior to the Amendment No. 8 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least ten (10) Business Days prior to the Amendment No. 8 Effective Date; (l) to the extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) and at least five (5) Business Days prior to the Amendment No. 8 Effective Date, such Borrower shall deliver to each Lender that so requests (which request is made through the Agent), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) in relation to such Borrower; provided that the Agent has provided such Borrower a list of each such Lender and its electronic delivery requirements at least ten (10) Business Days prior to the Amendment No. 8 Effective Date; (m) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (as defined in the Existing Term Loan Agreement), and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Existing Term Loan Agreement and the applicable provisions of the Collateral Documents (as defined in the Existing Term Loan Agreement); and (iiin) each Credit Party the Repayment shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or been consummated prior to or substantially concurrently with the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as effectiveness of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesthis Amendment. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First date (the “Amendment No. 7 Effective Date subject only to the satisfaction of each of Date”) that the following conditionsconditions have been satisfied: (a) The Purchasers the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly executed by authorized officer of each Loan Party (as defined in the Credit Parties, the Purchasers and the Collateral Agent.Existing Term Loan Agreement); (b) As of the First Amendment Effective DateAgent shall have received (i) Consents from Lenders constituting Replacement 2018 Term B-7 Lenders and/or (ii) executed Joinders, each entered into by an Additional 2018 Term B-7 Lender, Holdings and the Borrowers, and giving effect to acknowledged by the First Amendment and the 2019 Equity IssuanceAgent; (c) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (i) no Event of Default shall have occurred from Xxxxxxx Xxxx & Xxxxx LLP, counsel to the Loan Parties and be continuing(ii) from Xxxxxxxxx Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, in each case addressed to the Agent and the Lenders; (d) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority (as defined in the Existing Term Loan Agreement) and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 7 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 7 Effective Date or, if applicable, that no modifications have been made to such documents since June 27, 2017, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (e) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 7 Effective Date certifying that (i) each of the representations and warranties of made by any Loan Party in or pursuant to the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents Financing Agreements shall be be, after giving effect to this Amendment, true and correct as of the First Amendment Effective Date in all material respects as if made on and as of the First Amendment No. 7 Effective Date (Date, except to the extent such representations and warranties expressly made as of a prior date (other than the Closing Date, which shall be read relate to be the First Amendment Effective Date)an earlier time, in which case such representations and warranties shall be were true and correct in all material respects as of such earlier datetime; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further, that each reference to the Existing Term Loan Agreement therein shall be deemed to be a reference to the Existing Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default (each as defined in the Existing Term Loan Agreement) shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect (as defined in the Existing Term Loan Agreement); (f) the Parent Borrower shall have paid (or have caused to be paid), with exceptions (i) to the foregoing being disclosed Amendment No. 7 Arrangers (as defined below) in immediately available funds, all fees owing to the Purchasers Amendment No. 7 Arrangers in connection with arranging Term Loans (as defined in the Existing Term Loan Agreement) as separately agreed to in writing by Holdings and the Amendment No. 7 Arrangers and (b) to the extent invoiced, all reasonable and documented out-of-pocket expenses of the Amendment No. 7 Arrangers and the Agent in connection with this Amendment and the transactions contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP); (g) subject to subsection (e) above, the conditions precedent set forth in Section 4.2 of the Existing Term Loan Agreement shall have been satisfied both before and after giving effect to the borrowing of Replacement 2018 Term B-7 Loans; (h) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form of updated Schedules attached as Exhibit O to the Purchase Existing Term Loan Agreement; (i) if requested by the Agent, the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens (as defined in the Existing Term Loan Agreement) on the assets of the Loan Parties, except for Permitted Liens (as defined in the Existing Term Loan Agreement) and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 7 Effective Date or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; (j) the Agent shall have received a Committed Loan Notice (as defined in the Existing Term Loan Agreement) for the Replacement 2018 Term B-7 Loans; (k) the Agent shall have received, at least five (5) Business Days (as defined in the Existing Term Loan Agreement) prior to the Amendment No. 7 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least ten (10) Business Days prior to the Amendment No. 7 Effective Date; (l) to the extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) and at least five (5) Business Days prior to the Amendment No. 7 Effective Date, such Borrower shall deliver to each Lender that so requests (which request is made through the Agent), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) in relation to such Borrower; provided that the Agent has provided such Borrower a list of each such Lender and its electronic delivery requirements at least ten (10) Business Days prior to the Amendment No. 7 Effective Date; (m) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (as defined in the Existing Term Loan Agreement), and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Existing Term Loan Agreement and the applicable provisions of the Collateral Documents (as defined in the Existing Term Loan Agreement); and (iiin) each Credit Party the Paydown shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or been consummated prior to or substantially concurrently with the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as effectiveness of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesthis Amendment. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment The amendment of the Existing Credit Agreement set forth herein shall be become effective as of the First Amendment Effective Date subject only to the satisfaction of first date on which each of the following conditions:conditions to effectiveness have been satisfied or have been waived in accordance with Section 10.01 of the Existing Credit Agreement (the “Amendment Effective Date”): (a) The Purchasers Administrative Agent shall have received a counterpart of this AmendmentAmendment Agreement, executed and delivered by a duly executed authorized officer of each of the Borrowers and by the Credit Parties, the Purchasers and the Collateral AgentRequired Lenders. (b) As of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; The Administrative Agent shall have received (i) no Event for the account of Default shall have occurred each Lender that provides to the Administrative Agent its executed signature page to this Amendment by 5:00 p.m. (Eastern time) on April 29, 2020, a consent fee in an amount equal to $10,000 for each such consenting Lender, and be continuing; (ii) the representations and warranties payment of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made on the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read all expenses required to be reimbursed by the First Borrowers under or in connection with this Amendment Effective Date)Agreement, including those expenses set forth in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesSection 5 hereof. (c) The Collateral Agent representations and each Purchaser warranties made or deemed to be made in Section 3 hereof shall be true and correct. (i) Upon the reasonable request of any Lender made at least five days prior to the Amendment Effective Date, the Borrower shall have received payment for all feesprovided to such Lender, expenses and costs incurred such Lender shall be reasonably satisfied with, the documentation and payable other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least three days prior to the Amendment Effective Date and (ii) at least three days prior to the Amendment Effective Date, any Borrower that qualifies as a “legal entity customer” under Section 7.14 the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests at least five days prior to the Amendment Effective Date, a Beneficial Ownership Certification in relation to such Borrower (it being understood that, upon the execution and delivery by any Lender of its signature page to this Amendment, the condition set forth in this clause (d) shall be deemed to be satisfied as to such Lender). The Administrative Agent shall notify the Borrowers and the Lenders of the Original Purchase Agreement Amendment Effective Date and the Fee Lettersuch notice shall be conclusive and binding.

Conditions to Effectiveness of Amendment. (a) This Amendment, including the amendments set forth in Section 4 and the acknowledgements, consents and agreements set forth in Section 5, shall become effective on the date (the “Amendment shall be effective as of the First Amendment No. 2 Effective Date subject only to the satisfaction of Date”) on which each of the following conditionsconditions are satisfied or waived by the applicable party; provided that (x) Sections 1 and 2 of this Amendment shall not become operative until each of the conditions set forth in Section 8 of this Amendment have been satisfied or waived by the applicable party and (y) Section 3 of this Amendment shall not become operative until each of the conditions set forth in Section 9 of this Amendment have been satisfied or waived by the applicable party: (ai) The Purchasers the Administrative Agent shall have received executed signature pages to this Amendment from the Required Lenders, Holdings, the Borrower, each other Credit Party that is party to a Credit Document, Citibank, N.A., in its capacity as Administrative Agent, Collateral Agent, Swingline Lender, Revolving Letter of Credit Issuer and Deposit Letter of Credit Issuer and JPMorgan Chase Bank, N.A., in its capacity as Revolving Letter of Credit Issuer; (ii) payment by the Borrower to the Administrative Agent, for the account of each Lender (other than any Defaulting Lender and any Posting Lender) that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 12:00 p.m., New York City time on April 7, 2011 (the “Consent Deadline”) consenting to the amendments set forth in Section 4 and the acknowledgements and consents set forth in Section 5, an amendment fee (the “Amendment Fee”) in an amount equal in the case of Term Loans, Deposit L/C Loans and Revolving Credit Commitments, 0.50% of the sum of aggregate principal amount of the Term Loans, Deposit L/C Loans and the Revolving Credit Commitment of such Lender outstanding or in effect, as applicable, as of the Consent Deadline (it being understood that the Borrower shall have no liability to pay the Amendment Fee if the Amendment No. 2 Effective Date does not occur); (iii) the Borrower shall have received from Parent repayment of $770,000,000 of the Parent Loan previously made under the Existing SG&A Note; (iv) the Administrative Agent shall have received from Borrower a certificate of an Authorized Officer of the Borrower to the effect that representations and warranties set forth in Section 6 hereof are true and correct on and as of the Amendment No. 2 Effective Date; (v) the Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Amendment, duly executed certified as of the Amendment No. 2 Effective Date by an Authorized Officer of each Credit Party as being in full force and effect without modification or amendment; and (vi) payment by the Credit PartiesBorrower of the reasonable costs and expenses of the Administrative Agent in connection with this Amendment (including the reasonable fees, disbursements and other charges of Milbank, Tweed, Xxxxxx & XxXxxx LLP as counsel to the Purchasers and the Collateral Administrative Agent). (b) As The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date, and giving effect to the First Amendment and the 2019 Equity Issuance; (i) no Event of Default shall have occurred and be continuing; (ii) the representations and warranties of the Credit Parties contained in ARTICLE V of the Original Purchase Agreement and in the other Operative Documents shall be true and correct as of the First Amendment No. 2 Effective Date as if made on promptly after the First Amendment Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedulesoccurrence thereof. (c) The Collateral Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 of the Original Purchase Agreement and the Fee Letter.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as of on the First Amendment Effective Date subject only to the satisfaction of first Business Day on which each of the following conditionsconditions is satisfied: (a) The Purchasers Administrative Agent shall have received (i) from each Lender with a Tranche B-1 Exchange Commitment and from each Post-Closing Option Lender, (ii) from the Administrative Agent and (iii) from the Borrower and each Subsidiary Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment, duly executed by the Credit Parties, the Purchasers and the Collateral Agent) that such party has signed a counterpart of this Amendment (or a Consent). (b) As The Administrative Agent shall have received from each Additional Tranche B-1 Lender an executed counterpart to the applicable Joinder Agreement. The aggregate amount of Additional Tranche B-1 Commitments and Tranche B-1 Exchange Commitments shall equal the aggregate principal amount of Tranche B Loans outstanding immediately prior to the effectiveness of this Amendment. (c) The Borrower shall have paid to the Administrative Agent, for the ratable account of each Lender immediately prior to the effectiveness of this Amendment, a payment equal to 1% of the First aggregate principal amount of Loans outstanding immediately prior to the Amendment No. 1 Effective Date, whether or not such Lender becomes a Tranche B-1 Lender. (d) The Borrower shall have paid to the Administrative Agent, for the ratable account of each Lender immediately prior to the effectiveness of this Amendment, simultaneously with the making of Tranche B-1 Loans under the Term Loan Agreement, all accrued and unpaid interest on their Tranche B Loans to, but not including, the Amendment No. 1 Effective Date. (e) The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 1 Effective Date) of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, New York counsel for the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (f) The Borrower shall have paid to (i) the Co-Lead Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent) payable pursuant to Section 9.05 of the Term Loan Agreement for which invoices have been presented at least three Business Days prior to the Amendment No. 1 Effective Date. (g) At the time of and immediately after giving effect to the First this Amendment and the 2019 Equity Issuance; (i) no Default or Event of Default shall have occurred and be continuing;. (h) The Administrative Agent shall have received (1) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official); (2) a certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Amendment No. 1 Effective Date and certifying: (i) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the representations board of directors (or managing general partner, managing member or equivalent) of such Credit Party authorizing the execution, delivery and warranties performance of the Credit Parties contained Loan Documents to which such Person is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in ARTICLE V of the Original Purchase Agreement full force and in the other Operative Documents shall be true and correct as of the First Amendment Effective Date as if made effect on the First Amendment No. 1 Effective Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreement; and (iii) that the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of formation of such Credit Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (1) above, (iv) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) as to the absence of any pending proceeding for the dissolution or liquidation of such Credit Party; and (3) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (2) above; provided that the certificate of the Secretary or Assistant Secretary or similar officer of each Credit Party shall may, in lieu of attaching the documents required pursuant clauses (1) and (2)(i) above, certify that such documents have performed not been amended, modified or otherwise changed since the Funding Date. (i) To the extent required and complied with all of the terms, covenants, agreements and conditions to be performed or complied with requested in writing by it on or any Additional Tranche B-1 Lender at least three Business Days prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment No. 1 Effective Date, the Administrative Agent shall have received all documentation and other information about the Credit Parties shall deliver updated schedulesrequired by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (cj) The Collateral Administrative Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 a certificate signed by a Authorized Officer of the Original Purchase Agreement Borrower certifying as to the accuracy of the representations set forth in paragraphs (b) and the Fee Letter(c) of Section 2 hereof.

Conditions to Effectiveness of Amendment. This Amendment shall be become effective as upon satisfaction (or waiver in accordance with Section 13.13 of the First Amendment Effective Date subject only to the satisfaction Credit Agreement) of each of the following conditions:conditions precedent (the date of satisfaction of all of the following conditions precedent, the “Amendment No. 1 Effective Date”): (a) The Purchasers the Administrative Agent shall have received counterpart signature pages of this Amendment, Amendment duly executed by each of the Credit Partiesfollowing: (i) the Borrowers, (ii) Lenders constituting the Purchasers Required Lenders and (iii) the Collateral Administrative Agent. (b) As the U.S. Borrower shall have paid all expenses (including, without limitation, all fees and expenses of counsel) of the First Administrative Agent and Bank of America, N.A., in each case incurred in connection with this Amendment Effective Date, and giving effect that are required to be repaid pursuant to the First Amendment and terms of the 2019 Equity IssuanceCredit Agreement for which an invoice has been submitted to the U.S. Borrower; (ic) each of the representations and warranties set forth herein and in the Amended Credit Agreement shall be true and correct in all material respects as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case the same shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects; (d) no Default or Event of Default shall have occurred and be continuingcontinuing or would occur as a result of the execution and delivery hereof by the Borrowers; (iie) the representations and warranties Administrative Agent shall have received a copy of the Credit Parties contained in ARTICLE V certificate of an appropriate officer of the Original Purchase Agreement Borrowers, certifying to the administrative agent under the Bridge Facility on behalf of the Borrowers that each of the conditions set forth in clauses (c) and in the other Operative Documents shall be true and correct (d) above have been satisfied as of the First Amendment Effective Date as if made date hereof; (f) the Administrative Agent shall have received copies of each Borrower’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or individual holding a comparable position); (g) the Administrative Agent shall have received copies of resolutions (or equivalent authorizations) of each Borrower’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on each Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary or other appropriate officer; (h) the First Amendment Effective Date Administrative Agent shall have received copies of the certificates of good standing (except or equivalent instrument) for each Borrower (dated no earlier than 30 days prior to the extent expressly made as date hereof) from the office of a prior date the secretary of state (other than or equivalent) of the Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as jurisdiction of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to the Purchase Agreementits incorporation or organization; and (iiii) each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the First Amendment Effective Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the First Amendment Effective Date, the Credit Parties shall deliver updated schedules. (c) The Collateral Administrative Agent and each Purchaser shall have received payment for all fees, expenses and costs incurred and payable under Section 7.14 a certificate of a representative of the Original Purchase Agreement and Borrowers, certifying that this Amendment constitutes a “Qualifying Revolver Amendment” (as defined in the Fee Bridge Commitment Letter) under the Bridge Commitment Letter.