Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the prior satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement"Third Amendment Effective Date"): (a) The Borrower shall have delivered to the Administrative Agent shall have received counterparts executed copies of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Amendment. (b) The Required Lenders, the Agents and the Issuing Lender shall have each delivered to the Administrative Agent an executed original or facsimile of a counterpart of this Amendment. (c) The Borrower shall have received delivered to the Administrative Agent executed copies of all documents, instruments and agreements, if any, required in order for the Borrower and its Subsidiaries to be in full compliance with the requirements of subsection 6.10 of the Credit Agreement as of the Third Amendment Effective Date (without giving effect to the thirty (30) day delivery period referenced in such subsection 6.10, but after giving effect to any acquisitions that are consummated on or prior to such date); provided that (i) all fees any Mortgages (and related documentation), (ii) legal opinions and (iii) security documentation regarding newly-acquired Intellectual Property required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented this subsection (c) may be delivered to the Borrower Administrative Agent within thirty (30) days after the Third Amendment Effective Date. Filings of UCC financing statements may also be accomplished during such thirty (30) day period, provided that they are executed and delivered to the Administrative Agent on or before the date that is one Business Day prior to the date hereof; Third Amendment Effective Date. The time periods set forth in this subsection (c) may be extended by the Agents in their discretion, with notice thereof to each of the Lenders. (d) The Administrative Agent shall have received an executed legal opinionevidence satisfactory to the Administrative Agent that the Boards of Directors of Holdings and the Borrower have duly authorized the execution, dated as of the Amendment Effective Date, delivery and performance of (i) Xxxxx Xxxxx L.L.P.this Amendment, special (ii) the acquisition of Southern California Microwave, Inc. and the assets of the satellite transmission services division of California Microwave, Inc. and (iii) any other agreements and documents to be delivered to the Administrative Agent on the Third Amendment Effective Date. (e) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Board of Directors of Southern California Microwave, Inc. has duly authorized the execution, delivery and performance of the Subsidiary Guarantees and the Subsidiary Pledge and Security Agreement. (f) The Administrative Agent shall have received a legal opinion addressed to the Agents, the Arranger, the Lenders and the Issuing Bank from Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;. (dg) the Administrative Agent The Borrower shall have received a certificate dated executed Revolving Credit Notes for the benefit of each Revolving Credit Lender in such amount as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of across from such Revolving Credit Lender's name on Schedule I to the Credit Agreement shall have been satisfied(as amended pursuant to this Amendment).

Conditions to Effectiveness. This Amendment shall become effective on the date (such date, the “Amendment No. 8 Effective Date”) upon which each of the conditions precedent set forth below have been satisfied: 6.1 The Successor Agent and the Required Lenders shall have received a counterpart of this Amendment signed by each of the Successor Agent, the Required Lenders and the Borrower. 6.2 The Successor Agent (A) shall have received that certain Fee Letter, dated as of the date first written above hereof (the “Amendment Effective DateSuccessor Agent Fee Letter”) when), and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by a duly authorized officer of the Borrower, the Administrative Agent, each Issuing Bank Borrower and each Bank; (bB) the Administrative Agent shall have received (i) all fees required to be paid by from the Borrower payment in immediately available funds of any amounts payable on the date hereof pursuant to fee letters executed the terms of the Successor Agent Fee Letter, and delivered by any other amounts payable on the Borrower date hereof to it as Successor Agent in connection accordance with the Amended Credit Agreement and (ii) Agreement, including all reasonable and documented out-of-pocket third-party fees and expenses incurred by the Successor Agent in connection with this Amendment and the transactions contemplated hereby, including, without limitation, reasonable and documented out-of-pocket attorneys’ fees and expenses incurred by the Successor Agent in connection with this Amendment. 6.3 All fees (including, without limitation, all fees, charges and disbursements of counsel to the Resigning Agent) due to the Resigning Agent to the extent invoiced at least two (2) Business Days prior to the Amendment No. 8 Effective Date (except as otherwise reasonably agreed by the Borrower), required to be paid by on the Borrower to the Administrative Agent pursuant to Section 10.5 Amendment No. 8 Effective Date and (y) all fees and expenses of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionAd Hoc Group Advisors, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedpaid on Amendment No. 8 Effective Date.

Conditions to Effectiveness. This Amendment (including the Amended Credit Agreement) shall become effective as of when the date first written above following conditions have been satisfied or waived (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the The Administrative Agent shall have received counterparts (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this Amendment duly executed and delivered by the Borrower(i) each Loan Party, (ii) the Administrative Agent, each Issuing Bank (iii) the Swing Line Lender and each Bank;(iv) the Lenders constituting at least the Requisite Lenders under the Existing Credit Agreement, in the case of this clause (iv), prior to 5:00 p.m., New York City time, on December 9, 2015 (the “Consent Deadline”). (b) The Replacement Lenders shall have, immediately prior to the effectiveness of this Amendment, paid to each Non-Consenting Lender all amounts required to be paid by the applicable Replacement Lender pursuant to Section 11.1(c) of the Existing Credit Agreement in order to give effect to the transaction contemplated by Section 2(c) of this Amendment. (c) The Borrower shall have paid all fees and reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) of the First Amendment Arrangers, the Administrative Agent and the Lenders, as applicable, to the extent required pursuant to Section 11.3 of the Existing Credit Agreement or the First Amendment Engagement Letter, as applicable, and invoiced to the Borrower on or before the Effective Date. (d) The Administrative Agent shall have received written opinions of Weil, Gotshal & Xxxxxx LLP and counsel to the Loan Parties in each of the jurisdictions listed on Schedule 3.1(a) to the Existing Credit Agreement, in each case, addressed to the Administrative Agent, the Issuers and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to the Administrative Agent). (e) The Administrative Agent shall have received (i) all fees required to be paid copies of each Constituent Document of each Loan Party, certified as of a recent date by the Borrower pursuant Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and good standing of each such Loan Party; (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or an Assistant Secretary of each Loan Party certifying the Borrower certifying names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment or any other Loan Document required to be delivered hereunder and (iiii) the resolutions of the such Loan Party’s Board of Directors of the Borrower (or equivalent governing body) approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsthe other Loan Documents to which it is a party, approvals and consents required to be obtained by certified as of the Borrower prior to the Amendment Effective Date in connection with by its execution, delivery and performance of this Amendment have been obtained and are Secretary or an Assistant Secretary as being in full force and effecteffect without modification or amendment; andprovided that, in lieu of delivering the Constituent Documents required by clause (i), the Borrower may deliver a certificate of an Responsible Officer certifying that there have been no amendments to those Constituent Documents previously delivered to the Administrative Agent in connection with the Existing Credit Agreement. (ef) the conditions precedent set forth in Section 5.3 The Administrative Agent shall have received a certificate of the Chief Financial Officer of the Borrower, stating that the Borrower and its Subsidiaries are Solvent on a Consolidated basis, after giving effect to the transactions to occur on the date hereof, including the incurrence of the 2015 Incremental Term Loans and the use of proceeds thereof. (g) No Default or an Event of Default shall have occurred and be continuing. (h) The representations and warranties contained in Article IV of the Amended Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been satisfiedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date. (i) The Administrative Agent shall have received a fully executed and delivered Borrowing Notice with respect to the 2015 Incremental Term Loans. (j) To the extent requested in writing to the Borrower at least 5 Business Days prior to the Effective Date, the Replacement Lenders shall have received, at least three days prior to the Effective Date, all documentation and other information relating to the Loan Parties required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Conditions to Effectiveness. This Amendment Agreement shall become be effective as of upon the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement by the Administrative Agent, each Lender and the Borrower; (ii) Notes executed by the Borrower in favor of each Lender requesting a Note; (iii) copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state of its incorporation, and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly incorporated, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of incorporation; (vi) favorable opinions of Shearman & Sterling LLP and Xxxxxxxx Xxxxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) the current Debt Ratings and (B) that attached thereto is a true, complete and correct copy of the Rockwood Acquisition Agreement. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) [Reserved]. (d) The Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (e) At least three Business Days prior to the Closing Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Borrower, Rockwood and their respective Subsidiaries as has been reasonably requested by the Administrative Agent or the Arranger in writing at least 10 Business Days prior to the Closing Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day notice from such Lender prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or proposed Closing Date specifying its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement is subject to the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction or waiver of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following: (i) counterparts of this Agreement executed by a Responsible Officer of each Loan Party and by each of the other parties to this Agreement; (ii) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements (if any); and (C) the Pro Forma Balance Sheet, in each case, which the Administrative Agent shall have received counterparts promptly deliver to any requesting Lender; and (iii) at least three Business Days prior to the execution and delivery of this Amendment duly executed Agreement, all documentation and delivered other information required by regulatory authorities with respect to the Loan Parties reasonably requested by the BorrowerLenders at least 10 Business Days prior to the execution and delivery of this Agreement under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, which documentation and other information the Administrative Agent, each Issuing Bank and each Bank;Agent shall promptly deliver to any requesting Lender. (b) All fees required to be paid to the Administrative Agent Agents, Syndication Agent, Documentation Agents, Senior Co-Manager, Co-Manager and Arrangers on or before the date of execution and delivery of this Agreement shall have received been paid; (iii) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower Lenders on or before the date that is one of execution and delivery of this Agreement shall have been paid; and (iii) all out-of- pocket expenses of the Agents (including the reasonable fees, charges and disbursements of counsel to the Agents) required to be paid or reimbursed by the Borrower on the date of execution and delivery of this Agreement shall have been paid, to the extent invoiced at least three Business Day Days prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, execution and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions is satisfied (which may occur prior to or waived in accordance concurrently with Section 10.1 the closing of the Credit this Agreement):: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the The Administrative Agent shall have received (i) all fees required to be paid this Agreement executed by duly authorized officers of the Borrower pursuant to fee letters executed Parent, the Borrower, each Guarantor, the Administrative Agent, and delivered by the Borrower in connection with the Amended Credit Agreement Lenders, and (ii) all reasonable out-of-pocket expenses required to be paid by that certain fee letter dated as of the date hereof among Xxxxx Fargo Securities, LLC, the Borrower, and the Parent (the “Amendment No. 5 Fee Letter”); (b) To the extent the Borrower to qualifies as a “legal entity customer” under the Administrative Agent pursuant to Section 10.5 of Beneficial Ownership Regulation (as defined in the Credit Agreement for which reasonably detailed invoices have been presented Agreement, as amended hereby), any Lender that has requested, in a written notice to the Borrower on or before the date that is one Business Day at least 7 days prior to the date hereof;Effective Date, a Beneficial Ownership Certification (as defined in the Credit Agreement, as amended hereby) in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (b) shall be deemed to be satisfied); and (c) The Borrower shall have paid (i) all fees and expenses of the Administrative Agent’s outside legal counsel pursuant to all invoices presented for payment prior to the Effective Date (unless the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel consents to the Borrowerpayment of such fees post-closing), and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of fees required under the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedNo. 5 Fee Letter.

Conditions to Effectiveness. This Section 1 of this Amendment shall become effective as only upon the prior or concurrent satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement"Amendment Effective Date"): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on A. On or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, the Company shall deliver to the Banks (or to the Agents for the Banks) the following, each, unless otherwise noted, dated the Amendment Effective Date: 1. A certificate of the secretary or an assistant secretary of the Company and of the Guarantors certifying: (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) that the resolutions of the Board of Directors of the Borrower Company and of the Guarantors approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsdelivery, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained the Amended Credit Agreement and amendments thereto delivered on the Effective Date, are in full force and effect; and effect and have not been amended, supplemented or otherwise modified since December 14, 1998, (eii) the conditions precedent set forth signature and incumbency of the officers of each of the Company and of the Guarantors who are authorized to sign on behalf of the Company or such Guarantor, and (iii) the Company is in Section 5.3 compliance with Sections 8.10 through 8.15, inclusive, of the Credit Agreement as of the Amendment Effective Date, after giving effect to the EBITDA addbacks referenced in Section 1.A.1. of this Amendment in respect of receivables attributable to Kmart Corporation and receivables from other Persons attributable to work performed on behalf of Kmart Corporation. 2. Counterparts of this Amendment executed by the Banks and each of the other parties hereto. 3. The fee referenced in Section 5B. B. On or before the Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by the Agents, acting on behalf of the Banks, and their counsel shall be reasonably satisfactory in form and substance to the Agents and such counsel, and the Agents and such counsel shall have been satisfiedreceived all such counterpart originals or certified copies of such documents as the Agents may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):, (a) the Administrative Agent shall have received received: (i) counterparts of this Amendment duly executed and delivered by each party hereto; (ii) an opinion of counsel to the Borrower, Borrower addressed to the Administrative Agent, each Issuing Bank Agent and each BankLender party to the Amended Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent as to such customary matters regarding this Amendment and the Amended Credit Agreement as the Administrative Agent may reasonably request; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of the General Partner or the Delegate, as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Amended Credit Agreement; (iv) a certificate dated as of the date hereof signed by a Responsible Officer of the Borrower certifying as to the matters set forth in Section 5(a) and Section 5(b) above; (v) such evidence as the Administrative Agent may reasonably request to verify that the Borrower is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and (b) the Administrative Agent Borrower shall have received (i) paid all fees required it has agreed to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower pay in connection with this Amendment, including, without limitation, the Amended Credit Agreement fees set forth in that certain fee letter dated June 18, 2015, by and among the Borrower, JPMorgan Chase Bank, N.A. and X.X. Xxxxxx Securities LLC, and (ii) reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Borrower, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of under the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement and the obligation of the Lenders to consent to the assignment of the Existing Loans from AMD and AMDISS to the Borrower is subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender (such date first written above (the “Amendment Effective Date”) when, and only when, each on which all of the following conditions is satisfied (or waived in accordance with Section 10.1 of are and remain satisfied, the Credit Agreement“Closing Date”): (a) This Agreement, the Administrative Agent Parent Guaranties, the AMD Security Agreement and the other Loan Documents shall have received counterparts of this Amendment duly been executed and delivered by each party thereto and/or assigned to the Borrower, Borrower as contemplated in the Administrative Agent, each Issuing Bank and each Bank;Assignment Agreement. (b) The Parents or the Administrative Agent Borrower shall have received (i) paid all fees required due and payable to GECC and the Lenders as of the Closing Date, which fees shall be paid by nonrefundable, and all fees and expenses of the Borrower pursuant to fee letters executed Agent and delivered by the Borrower reasonable Attorney Costs incurred in connection with any of the Amended Credit Agreement Loan Documents and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower transactions contemplated thereby to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;extent invoiced. (c) the Administrative The Agent shall have received an executed legal opinionreceived: (i) Copies of the resolutions of the Board of Managers of the Borrower authorizing the transactions contemplated hereby, dated certified as of the Amendment Effective Date, Closing Date by the Secretary or an Assistant Secretary of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and ; (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a A certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower, dated the Closing Date, certifying the names, titles and true signatures of the officer or officers of the Borrower certifying authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder; and (iii) the Certificate of Formation and the Operating Agreement, certified by the Secretary or Assistant Secretary of the Borrower as of the Closing Date. (d) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (e) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the assumption of the Existing Loans. (f) A certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date, stating that: (A) the representations and warranties contained in Article VIII are true and correct on and as of such date, (B) no Default or Event of Default exists, and (C) since December 29, 2002, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; (g) All material conditions precedent to the closing of the transactions under the Contribution Agreement shall have been satisfied; (h) The Agent and the Lenders shall have received such opinions of counsel for the Borrower as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (i) The Agent shall have received, in form and substance satisfactory to it: (i) evidence that all filings, registrations and recordings have been made in the resolutions appropriate governmental offices, and all other action has been taken, which shall be necessary to create and/or continue, in favor of the Board of Directors Agent on behalf of the Borrower approving Lenders, a perfected first priority Lien on the Collateral (subject only to Permitted Liens) and authorizing a second priority Lien on the executioncollateral granted pursuant to the AMD Security Agreement, delivery including evidence of recordation of an amendment to the Deed of Trust (which may consist of a written or telephonic confirmation from the title insurance company), and performance by amendments to UCC financing statements filed in connection with the Borrower of this Amendment and Existing Loan Agreement, in each case in the appropriate governmental offices; (ii) evidence that all material authorizationsthe Liens on the Collateral granted to the Agent on behalf of the Lenders are subject only to Permitted Liens, approvals including the results of searches conducted in the UCC filing records in each of the governmental offices in which UCC-1 financing statements shall have been filed; (iii) an endorsement to the title insurance policy (or a binding commitment therefor) for the Deed of Trust (A) issued by a title insurance company of recognized standing satisfactory to the Agent, (B) on an ALTA lender’s extended coverage policy, in an amount and consents required form satisfactory to be obtained the Agent, (C) naming the Agent, for the ratable benefit of the Lenders, as the insured thereunder, (D) insuring that the Deed of Trust insured thereby as assigned by AMD to the Borrower prior continues to creates a valid first priority Lien on the property covered by such Deed of Trust, subject to no other Liens, other than Permitted Liens, and to no other exceptions, other than those satisfactory to the Amendment Effective Date Agent, and (E) containing such endorsements and affirmative coverage as the Agent or any Lender (through the Agent) may reasonably request; (iv) such surveys, appraisals, consents of landlords, estoppels from landlords, tenant subordination agreements and other documents and instruments in connection with its execution, delivery assignment of the Deed of Trust pursuant to the Contribution Agreement as shall reasonably be deemed necessary by the Agent or any Lender; and (v) evidence that all insurance required under this Agreement and performance of this Amendment have been obtained and are the Collateral Documents is in full force and effect; (j) [Reserved] (k) The Agent shall have received a good standing and tax good standing certificate for the Borrower and AMD from the Secretary of State of Delaware, California and Texas as of a recent date, together with a bring-down certificate by facsimile dated the Closing Date, if requested by the Agent; (l) The Borrower shall have delivered to the Agent the completed Schedules to this Agreement in form and substance reasonably satisfactory to the Agent; and (em) All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be reasonably satisfactory in form, scope, and substance to the Agent and the Lenders. The acceptance and assumption by the Borrower of the Existing Loans shall be deemed to be (i) a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the assumption of such Existing Loans have been satisfied, and (ii) a reaffirmation of the granting and continuance of Agent’s Liens, on behalf of itself and the Lenders, pursuant to the Collateral Documents, in each case with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated such date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 10.1 have been fulfilled to the satisfaction of such Lender and (ii) the conditions decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 5.3 of the Credit Agreement shall have been satisfied10.1.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions precedent: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of: (i) this Amendment, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, and the Lenders; (ii) copies, certified as of the Effective Date by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the board of directors of the Borrower approving this Amendment and the Loan Documents to which the Borrower is satisfied a party (or waived certifying that such resolutions have not been amended or otherwise modified since the date they were previously delivered to the Administrative Agent), (B) the articles or certificate of incorporation and the bylaws of the Borrower (or certifying that such documents have not been amended or otherwise modified since the date they were previously delivered to the Administrative Agent), (C) certificates of good standing and existence for the Borrower in accordance with (1) the state, province or territory in which the Borrower is organized and (2) each other state, province or territory in which the Borrower is required to be qualified to do business under Section 10.1 5.03 of the Credit Agreement):, which certificates shall be dated a date not earlier than 30 days prior to the date hereof, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment; (aiii) copies, certified as of the Effective Date by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the board of directors (or other applicable governing body) of such Guarantor approving this Amendment and the Loan Documents to which such Guarantor is a party (or certifying that such resolutions have not been amended or otherwise modified since the date they were previously delivered to the Administrative Agent), (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor (or certifying that such documents have not been amended or otherwise modified since the date they were previously delivered to the Administrative Agent), (C) certificates of good standing and existence for such Guarantor in (1) the state, province or territory in which such Guarantor is organized and (2) each other state, province or territory in which such Guarantor is required to be qualified to do business under Section 5.03 of the Credit Agreement, which certificates shall be dated a date not earlier than 30 days prior to the date hereof, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment; (iv) (A) a certificate of a Responsible Officer of the Borrower certifying: (1) that, on the Effective Date, the Borrower has consummated the Acquisition in accordance with the terms and conditions of the Acquisition Documents (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto) without giving effect to any waiver, modification or consent thereunder that is materially adverse to the Lenders (as determined by the Administrative Agent) unless approved by the Administrative Agent and acquired substantially all of the Properties contemplated by the Acquisition Documents; (2) as to the final purchase price for the Acquisition Properties after giving effect to all adjustments as of the closing date contemplated by the Acquisition Documents and specifying, by category, the amount of such adjustment; (3) that attached thereto is a true and complete list of the Properties which have been excluded from the Acquisition pursuant to the terms of the Acquisition Documents, specifying with respect thereto the basis of exclusion as title defect, preferential purchase right, environmental or casualty loss; (4) that attached thereto is a true and complete list of all Acquisition Properties for which the seller has elected to cure a title defect, (5) that attached thereto is a true and complete list of all Acquisition Properties for which the seller has elected to remediate an adverse environmental condition, and (6) that attached thereto is a true and complete list of all Acquisition Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right; and (7) a true and complete executed copy of the Purchase and Sale Agreement each of the other material Acquisition Documents, which other material Acquisition Documents (other than the Purchase and Sale Agreement) and any amendments, supplements or modifications to the Purchase and Sale Agreement shall be reasonably acceptable to the Administrative Agent; (B) evidence of all consents and approvals required pursuant to the terms of the Acquisition Documents, including the consent of the board of directors, members, managers or partners, as applicable, of each Seller who is a corporation, limited liability company or partnership authorizing the Purchase and Sale Agreement and the transactions thereunder, and (C) such other related documents and information as the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bankreasonably requested; (bv) the Administrative Agent shall have received a copy of (iA) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement an Internal Engineering Report dated as of May 1, 2014, and (iiB) an Independent Engineering Report dated as of May 1, 2014 prepared by Xxxxx Xxxxx Co. LP as to the Acquisition Properties (collectively, the “Acquisition Engineering Report”); and (vi) duly executed counterparts of Mortgages (or supplements thereto) which, together with all reasonable out-of-pocket expenses required existing Mortgages delivered and in effect, is sufficient, after giving effect to be paid by the Borrower Acquisition, to grant to the Administrative Agent pursuant to Section 10.5 an Acceptable Security Interest on at least 80% of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as PV 9 of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) all of the Borrower’s and the Guarantors’ Oil and Gas Properties constituting Proven Reserves, including the Acquisition Properties, as evaluated in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAcquisition Engineering Report.

Conditions to Effectiveness. This Amendment Waiver shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 waiver of any or all of the Credit Agreement): (a) conditions precedent by the Administrative Agent shall have received counterparts in its sole discretion) (the date of this Amendment duly executed and delivered by satisfaction or waiver of such conditions being referred to herein as the Borrower, the Administrative Agent, each Issuing Bank and each Bank;"Waiver Effective Date"): (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on A. On or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Waiver Effective Date, of Borrower shall deliver to Lenders (i) Xxxxx Xxxxx L.L.P.or to Administrative Agent for Lenders with sufficient originally executed copies, special counsel to the Borrowerwhere appropriate, for each Lender and (iiits counsel) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of following, each, unless otherwise noted, dated the Borrower, in each case reasonably satisfactory to the Administrative Agent;Waiver Effective Date: (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions 1. Resolutions of the Board of Directors of the Borrower LVSI approving and authorizing the execution, delivery and performance of this Waiver, certified as of the Waiver Effective Date by the Borrower corporate secretary or an assistant secretary of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are LVSI as being in full force and effecteffect without modification or amendment; 2. Signature and incumbency certificates of the officers of LVSI executing this Waiver; 3. Executed copies of this Waiver by all parties hereto; and 4. Payment of a waiver fee of one-eighth of one percent (e0.125%) of the conditions precedent set forth Commitments and all others costs and expenses due under the Credit Agreement. B. Administrative Agent shall have received from Borrower a duly executed waiver regarding the LVSI/Venetian Credit Agreement in Section 5.3 form and substance reasonably satisfactory to Administrative Agent. C. No Event of Default or Potential Event of Default under (and as defined in) the Credit Agreement shall have been satisfiedoccurred and be continuing or would result from the effectiveness of this Waiver. D. On or before the Waiver Effective Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be reasonably satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective as only (A) upon execution of the date first written above Contemplated Purchase Agreement and (B) provided that the following conditions are satisfied prior to 11:59 p.m., New York City time, on December 29, 2018 (the date upon which (A) and (B) occur being referred to herein as the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent Contemplated Acquisition shall have received counterparts been or, substantially concurrently with the borrowing of this Amendment duly executed and delivered by the BorrowerAcquisition Incremental Loans, will be, consummated in accordance with the Administrative Agent, each Issuing Bank and each BankContemplated Purchase Agreement; (b) the Administrative Agent shall have received (i) all fees required a counterpart signature page to be paid by the Borrower pursuant to fee letters this Amendment, duly executed and delivered by the Borrower in connection with Borrowers, each Domestic Guarantor, each Foreign Guarantor and the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by Lenders consisting of at least the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofRequired Lenders; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P.a certified resolution of the Company authorizing the execution, special counsel to the Borrowerdelivery and performance of this Amendment, and (ii) a certified resolution of the general counsel or an associate Foreign Borrower authorizing the execution, delivery and performance of this Amendment; (d) a certificate dated signed by a chief executive officer, chief financial officer, general counsel and assistant corporate secretary (secretary, treasurer, or its equivalent) a senior vice president of the BorrowerCompany, confirming compliance with the conditions precedent set forth in Section 2(a); (e) the Administrative Agent shall have received, in each case form and substance reasonably satisfactory acceptable to it, all incumbency certificates, certificates of no default, and such other certificates and documents as reasonably requested by the Administrative Agent; (df) the Administrative Agent shall have received a certificate dated as all invoiced out of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving pocket fees and authorizing the execution, delivery expenses due and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date owing in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectAmendment; and (eg) the conditions precedent set forth in Section 5.3 Borrowers shall have paid all invoiced fees and expenses of the Credit Agreement shall have been satisfiedAdministrative Agent’s counsel, Xxxxxx & Xxxxxxx LLP.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):, (a) the Administrative Agent shall have received received: (i) counterparts of this Amendment duly executed and delivered by each party hereto; (ii) an opinion of counsel to the Borrower, Borrower addressed to the Administrative Agent, each Issuing Bank Agent and each BankLender party to the Amended Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent as to such customary matters regarding this Amendment and the Amended Credit Agreement as the Administrative Agent may reasonably request; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of the General Partner or the Delegate, as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Amended Credit Agreement; (iv) a certificate dated as of the date hereof signed by a Responsible Officer of the Borrower certifying as to the matters set forth in Section 5(a) and Section 5(b) above; (v) such evidence as the Administrative Agent may reasonably request to verify that the Borrower is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and (b) the Administrative Agent Borrower shall have received (i) paid all fees required it has agreed to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower pay in connection with this Amendment, including, without limitation, the Amended Credit Agreement fees set forth in that certain fee letter dated June 10, 2014 by and among the Borrower, JPMorgan Chase Bank, N.A. and X.X. Xxxxxx Securities LLC, and (ii) reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Borrower, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of under the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each upon satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent The Bank shall have received counterparts duly executed originals of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Agreement. (b) the Administrative Agent The Bank shall have received (i) all fees required to be paid copies, certified by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying each Applicant (ias defined below) the of such party’s certificate of incorporation, bylaws and resolutions or actions of the such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 amount of the Credit Agreement shall have been satisfiedletters of credit outstanding from time to time.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Third Amendment Effective Date"): A. Required Lenders (as such term is satisfied (or waived defined in accordance with Section 10.1 of the Revolving Credit Agreement): (a) shall have entered into the Revolving Credit Facility Waiver, Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Syndication Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrowercopy thereof, and (ii) such Revolving Credit Facility Waiver shall have become effective simultaneously with the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory effectiveness hereof. B. Borrower shall have paid to the Administrative Agent;, for distribution to each Approving Lender (as defined in Section 7C hereof), the fees set forth in Section 7C hereof. (d) the C. The Administrative Agent shall have received a certificate certificate, dated as of the Third Amendment Effective Date Date, of the Secretary or Assistant Secretary of the Borrower certifying (i) attaching a true and complete copy of the resolutions of the its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Borrower approving Administrative Agent and authorizing the execution, delivery and performance Syndication Agent) taken by the Borrower of it to authorize this Amendment and the transactions contemplated hereby, and (ii) that all material authorizationssetting forth the incumbency of its officer or officers (including therein the signature specimen of such officer or officers) who may sign this Amendment, approvals any Loan Document or any other document, notice or certificate executed and consents required to be obtained by delivered in connection with any Loan Document. D. The Administrative Agent shall have received the Borrower prior to opinion of the general counsel of the Borrower, the Guarantors and the Pledgors, dated the Third Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agent and the Lenders, in connection with its execution, delivery form and performance of this Amendment have been obtained substance reasonably satisfactory to the Administrative Agent and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedSyndication Agent.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is has been satisfied (or waived in accordance with Section 10.1 of the Credit Agreement“Effective Date”): (a) the Administrative Agent Borrowers shall have received counterparts of delivered to Agent this Amendment Amendment, duly executed and delivered by the an authorized officer of each Borrower, and an original of the Administrative AgentSecond Amended and Restated Revolving Loan Note payable to MidCap Funding IV, LLC, duly executed by an authorized officer of each Issuing Bank and each BankBorrower; (b) if there have been any changes to the Administrative Agent certificates of secretary or assistant secretary of any Borrower most recently delivered to the Agent, the secretary or assistant secretary of each Borrower shall have received (i) all fees required delivered to be paid Agent a duly executed secretary’s certificate and incumbency certificate identifying the current officers of such Borrower who are duly authorized by the Borrower pursuant such Borrower’s board of directors to fee letters executed execute and delivered by the Borrower in connection with the Amended Credit Agreement deliver this Amendment and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofany related documents; (c) all representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the Administrative Effective Date, except to the extent that such representation or warranty relates to a specific date, in which case such representation and warranty was true as of such earlier date, and such parties delivery of their respective signatures hereto shall be deemed to be its certification thereof; and (d) Agent shall have received an executed legal opinion, dated as from Borrowers all of the Amendment Effective Datefees, of (i) Xxxxx Xxxxx L.L.P., special counsel costs and expenses owing pursuant to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent as set forth in Section 5.3 of 4 above unless Agent elects to deduct such fees, costs and expenses from the Credit Agreement shall have been satisfiedRevolving Loan proceeds in accordance with Section 4 above.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):, (a) the Administrative Agent shall have received received: (i) counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters fully executed and delivered by the Borrower and the Lenders signatory hereto; (ii) an opinion of counsel to the Borrower addressed to the Administrative Agent and each Lender party to the Amended Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent as to such customary matters regarding this Amendment as the Administrative Agent may reasonably request; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of the General Partner or the Delegate, as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; and (iv) such evidence as the Amended Credit Agreement Administrative Agent may reasonably request to verify that the Borrower is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and (b) the Borrower shall have (i) paid all fees it has agreed to pay in connection with this Amendment, including, without limitation, the fees set forth in that certain letter dated January 11, 2013 from the Borrower to the Administrative Agent regarding “Increase of Commitments and Accordion Feature” and (ii) reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Borrower, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of under the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as of is subject to the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction of the following conditions precedent or concurrent (the first date all such conditions are satisfied is satisfied (or waived in accordance with Section 10.1 of herein referred to as the Credit Agreement“Amendment No. 4 Effective Date”): (a) the Administrative Agent this Amendment shall have received counterparts of this Amendment been duly executed and delivered by the Borrower, Loan Parties and the Lenders to the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid the Amendment No. 4 Fee Letter, duly executed by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Lead Arranger. (c) the Administrative Agent shall have received an executed legal opinionopinion of Weil, dated as of the Amendment Effective DateGotshal & Xxxxxx LLP, of (i) Xxxxx Xxxxx L.L.P., special counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the BorrowerLenders, in each case form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of Responsible Officer in connection with this Amendment and (ii) that all material authorizations, approvals and consents required the other Loan Documents to which such Loan Party is a party or is to be obtained by a party and attaching copies of the Borrower prior Organization Documents of each Loan Party certified as of a recent date or certifying that such Organization Documents of each Loan Party have not been modified since previously delivered to the Amendment Effective Date Administrative Agent, all in connection with its execution, delivery form and performance of this Amendment have been obtained and are in full force and effect; andsubstance reasonably satisfactory to the Administrative Agent; (e) the conditions precedent Administrative Agent shall have received a Certificate of Good Standing from the relevant jurisdiction of formation or incorporation with respect to each Loan Party; (f) the representations and warranties set forth in Section 5.3 4 hereof shall be true and correct; (g) (i) all fees required to be paid to the Administrative Agent and the Lead Arranger on the Amendment No. 4 Effective Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Amendment No. 4 Effective Date shall have been paid (or shall be paid concurrently with the closing of the Amendment); and (h) the Borrower shall have paid on or prior to the Amendment No. 4 Effective Date all reasonable fees, charges and disbursements of counsel to the Administrative Agent (or directly to such counsel if requested by the Administrative Agent) required to be reimbursed or paid in accordance with Section 11.04 of the Credit Agreement to the extent invoiced at least two (2) days prior to the Amendment No. 4 Effective Date (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall have been satisfiedbe sufficient documentation for the obligations set forth in this Section 3(h)).

Conditions to Effectiveness. This Amendment shall become effective on and as of the date first written above (the “First Amendment Effective Date”) when, and only when, each of upon which the following conditions is shall have been satisfied (or waived in accordance with Section 10.1 10.01 of the Credit Agreement): (a) the The Administrative Agent shall have received counterparts of this Amendment duly Amendment, executed and delivered by a duly authorized officer of the Borrower, the Administrative Agent, each Issuing Bank Required Lenders and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (b) No Default or Event of Default has occurred and is continuing on the First Amendment Effective Date or shall result from the effectiveness of this Amendment; (c) Immediately before and after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the First Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date; (d) the The Administrative Agent shall have received a certificate certificate, dated as of the First Amendment Effective Date of and signed by the Secretary President, Chief Executive Officer, or Assistant Secretary a Financial Officer of the Borrower certifying as to compliance with Section 3(b) and (ic) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectAmendment; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement The Borrower shall have been satisfiedpaid all fees and all reasonable and documented expenses required to be paid on or before the First Amendment Effective Date (including the consent fee and all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent)).

Conditions to Effectiveness. This Incremental Amendment shall become effective as of the date first written above on February 22, 2012 (the “Amendment Term B-3 Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):: (ai) the Administrative Agent this Incremental Amendment shall have received counterparts of this Amendment duly been executed and delivered by the Borrower, the Loan Parties, each Term B-3 Lender party hereto and the Administrative Agent, each Issuing Bank and each Bank; (bii) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each Loan Party dated the date hereof certifying (i) that attached thereto is a true and complete copy of the certificate of formation, including all amendments thereto of such Loan Party certified as of a recent date by the Secretary of State of the State of Delaware and a certificate as to the good standing of such Loan Party as of a recent date, (ii) that attached thereto is a true and complete copy of the bylaws of such Loan Party as in effect on such date, (iii) that attached is a true and complete copy of the resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Incremental Amendment, all documents executed in connection therewith, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on such date and (iv) as to the incumbency and specimen signature of each officer executing the Incremental Amendment and any document executed in connection therewith and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate; (a) all fees required to be paid by Borrower as separately agreed by Borrower, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Xxxxx Lending Partners LLC and X.X. Xxxxxx Securities LLC (collectively, the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement “Arrangers”) and (iib) all reasonable fees and out-of-pocket expenses required to be paid by of the Borrower Administrative Agent (including all invoiced fees and expenses of counsel to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices Agent), shall have been presented to the Borrower paid or reimbursed, as applicable, on or before the date that is one Business Day prior to the date hereof; (civ) the Arranger, the Term B-3 Lenders and the Administrative Agent shall have received (a) an executed legal opinionopinion of Xxxx, dated Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent and (b) a solvency certificate from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries (on a consolidated basis) are Solvent as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel date hereof and after giving effect to the Borrower, Term B-3 Loans and (ii) the general counsel or an associate general counsel use of proceeds therefrom in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent; (dv) the Initial Term B-3 Lender and the Administrative Agent shall have received at least 3 Business Days prior to the date hereof all documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least five Business Days prior to the date hereof by any Eligible Assignee that has committed to purchase Term B-3 Loans from the Initial Term B-3 Lender; (vi) the Administrative Agent shall have received a request for such Term B-3 Loan as required by Section 2.01(c) of the Credit Agreement; and (vii) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary from a Responsible Officer of the Borrower certifying that (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (ea) the conditions precedent set forth in Section 5.3 3.2 of the Credit Agreement shall have been satisfiedsatisfied both before and after giving effect to the extension of the Term B-3 Loans, (b) this Incremental Amendment is on the terms and conditions set forth in Section 2.1(c) of the Credit Agreement, (c) the Borrower and its Subsidiaries are in compliance with Article V of the Credit Agreement as of the most recently ended Fiscal Quarter for which Financial Statements were delivered thereunder on a pro forma basis both before and after giving effect to the extension of the Term B-3 Loans, (d) the representations and warranties in Section 12 of this Incremental Amendment are true and correct in all material respects as of the date hereof, (e) no Default or Event of Default shall exist on the date hereof before or after giving effect to the extension of the Term B-3 Loans and (f) the representations and warranties set forth in Article IV of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the date hereof (both before and after giving effect to the extension of the Term B-3 Loans and the use of proceeds therefrom) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

Conditions to Effectiveness. This Amendment shall become effective as The occurrence of the date first written above (Closing Date and the “Amendment Effective Date”) when, and only when, each effectiveness of this Agreement are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the 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 Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts of this Amendment duly executed and delivered Agreement, in the number requested by the Borrower, the Administrative Agent, each Issuing Bank and each BankAgent or its legal counsel; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters a Note executed and delivered by the Borrower in connection with the Amended Credit Agreement and favor of each Lender requesting a Note; (iiiii) all reasonable out-of-pocket expenses required to be paid by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower to as the Administrative Agent pursuant may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for other Loan Documents to which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofa party; (civ) such documents and certifications as the Administrative Agent shall may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have received an executed legal opiniona Material Adverse Effect; (v) a favorable opinion of Haynsworth Xxxxxxx Xxxx, dated as of the Amendment Effective DateP.A., of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory addressed to the Administrative AgentAgent and each Lender, covering enforceability of the Loan Documents and such other matters to be agreed upon; (dvi) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying either (iA) the resolutions attaching copies of the Board of Directors of the Borrower approving all consents, licenses and authorizing approvals required in connection with the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the validity against the Borrower prior of the Loan Documents to the Amendment Effective Date in connection with its executionwhich it is a party, delivery and performance of this Amendment have been obtained certifying that such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements through the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) evidence that all obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, paid and fully satisfied and any and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (eix) such other assurances, certificates, documents, consents or opinions as the conditions precedent set forth in Section 5.3 of Administrative Agent, the Credit Agreement L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been satisfiedpaid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower contained in Article V and in any other Loan Document, and those which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default shall exist and be continuing as of the Closing Date. (f) The Closing Date shall have occurred on or before October 29, 2010. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement is subject to the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction of all of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent shall have received counterparts of this Amendment Agreement duly executed and delivered by the BorrowerBorrowers, the Administrative AgentGuarantors, each Issuing Bank and each Bankthe Lenders; (b) if requested by any Lender, the Administrative Agent shall have received (i) all fees required to be paid by for such Lender such Lender’s duly executed Notes of each Borrower dated the Borrower pursuant to fee letters executed date hereof and delivered by the Borrower otherwise in connection compliance with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to provisions of Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date 1.11 hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as copies of the Amendment Effective Date, each Borrower’s and each Guarantor’s articles of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, incorporation and (ii) the general counsel or an associate general counsel and assistant corporate secretary bylaws (or its equivalentcomparable organizational documents) of the Borrowerand any amendments thereto, certified in each case reasonably satisfactory to the Administrative Agentinstance by its Secretary or Assistant Secretary (or individual holding a comparable position); (d) the Administrative Agent shall have received a certificate dated as copies of the Amendment Effective Date resolutions (or equivalent authorizations) of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the each Borrower’s and each Guarantor’s Board of Directors of the Borrower approving and (or similar governing body) authorizing the execution, delivery and performance by the Borrower of this Amendment Agreement and (ii) that the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on each Borrower’s and each Guarantor’s behalf, all material authorizations, approvals and consents required to be obtained certified in each instance by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andSecretary or Assistant Secretary; (e) the conditions precedent Administrative Agent shall have received copies of the certificates of good standing (or equivalent instrument) for each Borrower and each Guarantor (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state (or equivalent) of its incorporation or organization; (f) the Administrative Agent shall have received a list of each Borrower’s Authorized Representatives; (g) the Administrative Agent shall have received payment of all fees payable on the Closing Date to the Administrative Agent pursuant to the BMO Fee Letter; (h) the Administrative Agent shall have received payment of all fees payable on the Closing Date to Bank of Montreal pursuant to the BMO Fee Letter and to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“BAML”), X.X. Xxxxxx Securities LLC and PNC Bank, National Association, as Joint Lead Arrangers, and the Lenders (including upfront fees for the Lenders) pursuant to the Joint Lead Arrangers’ Fee Letter dated July 17, 2013, among the U.S. Borrower, BAML, X.X. Xxxxxx Securities LLC and PNC Bank, National Association as Joint Lead Arrangers; (i) the U.S. Borrower shall have paid all fees and expenses (including without limitation all fees and expenses of U.S. counsel and Canadian counsel to the Administrative Agent) of the Administrative Agent incurred in connection with this Agreement and the transactions contemplated hereby for which an invoice has been submitted to the U.S. Borrower; (j) the Administrative Agent shall have received a summary of the results of searches against the current name of the Canadian Borrower (as confirmed by a certificate of compliance) conducted under the Personal Property Security Act in effect in the provinces of Ontario and Alberta (collectively, the “PPSA”), the Register of Personal and Movable Real Rights (Quebec), the Execution Act in the provinces of Ontario, Alberta and Quebec, the Bank Act (Canada) in the provinces of Ontario, Quebec and Alberta and the Bankruptcy and Insolvency Act (Canada), evidencing the absence of Liens on its property except as permitted by Section 8.8 hereof; (k) no material adverse change in the business, financial condition, operations, assets or Properties of the Borrowers and their Subsidiaries taken as a whole shall have occurred since April 30, 2013; (l) the Administrative Agent shall have received financing statement, tax, and judgment lien search results against the Property of the U.S. Borrower and each Domestic Subsidiary which is a Guarantor evidencing the absence of Liens on its Property except as permitted by Section 8.8 hereof; (m) the Administrative Agent shall have received the favorable written opinion of counsel to each Borrower and each Guarantor, in form and substance satisfactory to the Administrative Agent; (n) the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 for the U.S. Borrower to the extent not already delivered pursuant to the Original Credit Agreement; (o) each of the representations and warranties set forth herein and in Section 5.3 the other Loan Documents shall be and remain true and correct in all material respects as of said time, except to the extent the same expressly relate to an 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 (and the Borrowers’ execution and delivery of this Agreement shall constitute a representation and warranty that the condition precedent contained in this subsection (p) has been satisfied on the date of this Agreement); (p) the Administrative Agent shall have received projected financial statements for the U.S. Borrower and its Subsidiaries for the fiscal years of the Credit U.S. Borrower ending April 30, 2014, April 30, 2015, April 30, 2016, April 30, 2017 and April 30, 2018, and such projected financial statements shall be reasonably acceptable to the Lead Arrangers; (q) no Default or Event of Default shall have occurred and be continuing or would occur as a result of the execution and delivery hereof by the Borrowers (and the Borrowers’ execution and delivery of this Agreement shall constitute a representation and warranty that the condition precedent contained in this subsection (r) has been satisfied on the date of this Agreement); and (r) the Administrative Agent shall have been satisfiedreceived such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may have reasonably requested at least two Business Days in advance of the Closing Date.

Conditions to Effectiveness. This Amendment shall become effective as upon the receipt by Lender of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 items, provided that each of the Credit Agreement):following items are delivered or performed on or before April 6, 2010: (a) the Administrative Agent Lender shall have received counterparts a duly executed copy of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Borrowers. (b) the Administrative Agent Lender shall have received a duly executed Term Note C by Borrowers. (c) Lender shall have received a duly executed registration rights agreement by Parent Borrower in favor of Lender in the form of Exhibit B attached hereto. (d) Lender shall have received copies, certified by the Secretary or Assistant Secretary (or the equivalent thereof) of each Borrower, in each case, of its certificate of incorporation or formation, as applicable (each certified by the Secretary of State of the State of such Borrower’s incorporation or formation, as applicable, as of a recent date), its by-laws or limited liability company agreement, as applicable, (or, to the extent that there have been no amendments or modifications to such documents since the date such documents were last delivered to Lender, and such documents remain in full force and effect, Lender shall have received a certification with respect thereto), its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party, the incumbency of its officers authorized to sign the Loan Documents (which shall identify by name and title and bear the signatures of the authorized officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party (or, to the extent that the authorized officers of the applicable Person remains the same as the certification received as of the Closing Date, Lender shall have received a certification with respect thereto), which such documents shall be in form and substance reasonably satisfactory to Lender and upon which certificate Lender shall be entitled to rely until informed of any change in writing by such Borrower. (e) Borrowers shall have paid in immediately available funds (i) all costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement expenses) of Lender and (ii) all reasonable out-of-pocket fees and expenses required of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Lender. (cf) the Administrative Agent Lender shall have received an executed legal opinion, dated such other documents as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (Lender or its equivalent) of the Borrower, in each case counsel may have reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedrequested.

Conditions to Effectiveness. This Amendment shall Agreement will become effective as of on the first date first written above (the “First Amendment Effective Date”) when, and only when, each of on which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):are satisfied: (a) the A. The Administrative Agent shall have received counterparts of this Amendment duly Agreement executed and delivered by the Borrower, the Guarantor, each Lender and the Administrative Agent, each Issuing Bank and each Bank;. (b) the B. The Administrative Agent shall have received (i) all fees required to be paid a First Amended and Restated Revolving Credit Note made by the Borrower pursuant and payable to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;each Lender. (c) the C. The Administrative Agent shall have received an a duly executed legal opinion, dated as Notice of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel Borrowing with respect to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;Commitment Increase. (d) the D. The Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower and each Guarantor, dated as of the First Amendment Effective Date, certifying (i) that attached thereto is a true and complete copy of each organizational document of such entity certified (to the resolutions extent applicable) as of a recent date by the Secretary of State of the Board state of Directors its incorporation or organization, as the case may be, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Borrower approving and board of directors, managers, or other applicable governing body of such entity authorizing the execution, delivery and performance of the documents executed in connection with this Agreement, (iii) that attached thereto is a certificate of good standing (or certificate of similar meaning) with respect to each such entity issued as of a recent date by the Secretary of State of the state of its incorporation or organization, as the case may be, and (iv) as to the incumbency and specimen signature of each officer executing any documents delivered in connection with this Agreement on behalf of such entity; provided that in the case of the certificate delivered with respect to the Borrower or any Guarantor, such certificate can certify that there have been no changes to such documents or items described in the foregoing clauses (i), (iii) or (iv) since the delivery thereof to the Administrative Agent on the Closing Date. E. The Administrative Agent shall have received an opinion of Dentons US LLP, counsel to the Borrower and the other Loan Parties, dated as of the First Amendment Effective Date, addressed to the Administrative Agent, the Issuing Banks and the Lenders and covering such matters as the Administrative Agent may reasonably request. F. The Administrative Agent shall have received all reasonable fees and other amounts due and payable by the Borrower of this Amendment to the Administrative Agent, Arrangers and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower Lenders on or prior to the Amendment Effective Date in connection with its executiondate hereof, delivery and performance including, to the extent invoiced, reimbursement or payment of this Amendment have been obtained and are in full force and effect; and (e) all out of pocket expenses required pursuant to the conditions precedent set forth in Section 5.3 terms of the Credit Agreement to be reimbursed or paid by the Borrower in connection herewith. G. Upon the reasonable request of any Lender made at least ten (10) days prior to the First Amendment Effective Date, the Borrower shall have been satisfiedprovided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the First Amendment Effective Date. H. As of the date hereof, both immediately before and immediately after entering into this Agreement, no Default exists. I. After giving effect to this Agreement, the Borrower is in compliance with the requirements of Section 2.16 of the Credit Agreement. By its execution hereof, but without waiving any rights Lenders or Administrative Agent may have with respect to any Defaults which exists and of which they are unaware, the Administrative Agent and each Lender agrees that each of the foregoing conditions is satisfied and the First Amendment Effective Date has occurred.

Conditions to Effectiveness. This Amendment shall become effective as only upon the satisfaction of the following conditions precedent (the date first written above (of satisfaction of such conditions being referred to as the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) A. The Borrowers, the Guarantors, the Pledgors, the Administrative Agent and the Required Lenders shall have received counterparts of indicated their consent to this Amendment duly executed and delivered by the Borrower, execution and delivery of the signature pages hereto to the Administrative Agent, each Issuing Bank . B. Each of the Company and each Bank;the General Partner shall have indicated its consent to the Parent Guaranty by the execution and delivery of the signature pages thereto to the Administrative Agent. C. The Company shall have indicated its consent to the Parent Pledge Agreement by the execution and delivery of the signature pages thereto to the Administrative Agent. D. The Borrower shall have delivered an updated Schedule 1 to the Subsidiary Pledge Agreement giving effect to the Kerrow Transfer (b) the as defined below). E. The Administrative Agent shall have received (i) all fees required an officer’s certificate of each of the Company and the Borrower, either confirming that there have been no changes to be paid by the Borrower pursuant its organizational documents since November 9, 2015, or if there have been changes to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and its organizational documents since such date, certifying as to such changes, (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 copies of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as formation and organizational documents of the Amendment Effective DateGeneral Partner, certified by an officer of the General Partner, together with all amendments thereto, (iiii) Xxxxx Xxxxx L.L.P.copies, special counsel to the Borrower, and (ii) the general counsel certified by a Secretary or an associate general counsel and assistant corporate secretary (or its equivalent) Assistant Secretary of each of the Borrower, in each case the Company and the General Partner of the resolutions (and resolutions of other bodies, if any are reasonably satisfactory to deemed necessary by counsel for the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of the Amendment Documents to which it is a party, (iv) copies of the formation and other organizational documents of Kerrow, certified by a Secretary or an Assistant Secretary of Kerrow, together with all amendments thereto, which shall be in form and substance reasonably acceptable to the Administrative Agent; and (v) an incumbency certificate, executed by officers of each of the General Partner and the Company, which shall identify by name and title and bear the signature of the Persons authorized to sign the Amendment Documents to which it is a party , upon which certificate the Administrative Agent, the Issuing Banks and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedBorrower.

Conditions to Effectiveness. This Amendment shall be and become effective as of on the date first written above hereof (the “Fourth Amendment Effective Date”) when, and only when, each when all of the following conditions is precedent set forth in this Section 6 shall have been satisfied (or waived by Administrative Agent in accordance with Section 10.1 of the Credit Agreement):its sole discretion: (a) the a. Administrative Agent shall have received counterparts of this Amendment Amendment, duly and properly authorized, executed and delivered by the BorrowerLoan Parties, the Lenders and the Administrative Agent, each Issuing Bank and each Bank; (b) the b. Administrative Agent shall have received (ipayment of $1,500,000 of the Waiver Fee in immediately available funds; c. Administrative Agent shall have received a certificate, certified by a Financial Officer, demonstrating the Loan Parties’ compliance, as of the Fourth Amendment Effective Date, with each of the financial covenants set forth in Section 3(a) all fees required to be paid by above d. Administrative Agent and the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Lenders shall have been reimbursed for all reasonable out-of-pocket costs and expenses required (including, without limitation, reasonable attorneys’ fees of counsel to be paid by the Borrower Administrative Agent, reasonable fees of the financial advisor to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (cand all documentation and diligence fees and expenses, all search, field audit, appraisal, recording, professional and filing fees and expenses and all other out-of-pocket charges and expenses) incurred by the Administrative Agent shall have received an executed legal opinion, dated and the Lenders as of the Fourth Amendment Effective DateDate and invoiced to the Borrower; e. The representations and warranties set forth in Section 7 below being true, of complete and correct in all material respects (or true and correct in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds); and f. Borrower shall provide (i) Xxxxx Xxxxx L.L.P., special counsel evidence satisfactory to the BorrowerAdministrative Agent in its sole discretion that (x) both the maturity date for the SPV II Notes and the “Maturity Date” (as defined in the Ivy Loan Agreement) have been extended to at least April 1, 2019 and (y) CCFI Funding II, LLC shall have entered into an amendment of the Ivy Loan Agreement acceptable to the Administrative Agent in its sole discretion, and (ii) the general counsel a certificate, certified by a Financial Officer, attesting that no events of default exist or an associate general counsel and assistant corporate secretary (or its equivalent) are continuing in respect of the BorrowerSPV II Notes or under the Ivy Loan Agreement, in each case reasonably satisfactory to or that all existing events of default have been waived by the Administrative Agent; (d) lenders thereunder and by the Administrative Agent shall have received a certificate dated as holders of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedSPV II Notes.

Conditions to Effectiveness. This Amendment Agreement shall not become effective as of until the date first written above (such date, the “Amendment Effective Closing Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement7.2): (a) the Administrative Agent The Lender shall have received counterparts the following: (i) a counterpart of this Amendment Agreement signed by or on behalf of the Borrower; and (ii) a duly executed and delivered by Subordinated Note payable to the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Lender. (b) No Default or Event of Default shall exist on the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Closing Date. (c) All representations and warranties of the Administrative Agent Borrower set forth in the Subordinated Loan Documents shall be true and correct on and as of the Closing Date. (d) The Lender shall have received an executed the legal opinion, dated as opinion of the Amendment Effective Date, of (i) Xxxxx Xxxxx Vxxxxx & Exxxxx L.L.P., special counsel to the Borrower, dated the Closing Date and (ii) the general counsel or an associate general counsel otherwise in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;Lender. (de) the Administrative Agent The Lender shall have received a certificate of the Borrower, dated the Closing Date, together with (i) a copy of the certificate of limited partnership of the Borrower, certified as of a recent date by the Amendment Effective Date Secretary of State of the State of Delaware, together with a certificate of such official attesting to the good standing of the Borrower, (ii) a certification by the Secretary or Assistant Secretary of Boardwalk GP, LLC of the names and true signatures of each officer of the Borrower certifying (ior general partner thereof) that has been authorized to execute and deliver any Subordinated Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (iii) the limited partnership agreement (or equivalent) of the Borrower as in effect on the date of such certification, (iv) the resolutions and consent of the Board of Directors of the Borrower Boardwalk GP, LLC approving and authorizing the execution, delivery and performance by of the Borrower of this Amendment Subordinated Loan Documents and (iiv) that all material authorizations, approvals and consents required to be obtained by such other customary certifications as the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedLender may reasonably request.

Conditions to Effectiveness. This Amendment The Amendments in Section 2 and the Extension in Section 3 shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent shall have been satisfied: (a1) With respect to the Amendments in Section 2, the Administrative Agent shall have received duly executed counterparts of this Amendment duly executed Agreement from the Borrowers and delivered by the BorrowerRequired Lenders consenting to this Agreement, and (2) with respect to the Administrative AgentExtension in Section 3, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received duly executed counterparts of this Agreement from the Borrowers and the Lenders having Commitments in an aggregate amount equal to at least 51% of the Commitments in effect on the Effective Date. (ib) all fees required The Administrative Agent shall have received a certificate signed by a Vice President, the Treasurer, an Assistant Treasurer or the Controller of the Company, dated the Effective Date, to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower effect set forth in connection with the Amended Credit Agreement clauses (c) and (iid) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to of Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof5 above; (c) the The Administrative Agent shall have received an executed legal opinion, dated as all documents it may have reasonably requested prior to the Effective Date relating to the existence of the Amendment Effective DateBorrowers, the corporate authority for and the validity of (i) Xxxxx Xxxxx L.L.P., special counsel to this Agreement and the BorrowerNotes, and (ii) the general counsel or an associate general counsel any other matters relevant hereto, all in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably substance satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate all fees and other amounts due and payable on or prior to the Effective Date, fees and expenses required to be paid or delivered by the Company on the Effective Date pursuant to the certain fee letter dated as of February 27, 2023 among the Amendment Effective Date arrangers party thereto and the Company, and to the extent invoiced, reimbursement or payment of the Secretary or Assistant Secretary all out of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents pocket expenses required to be obtained reimbursed or paid by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andCompany hereunder. (e) The Administrative Agent shall have received, at least three Domestic Business Days prior to the conditions precedent set forth in Section 5.3 of Effective Date, all documentation and other information about the Credit Agreement Borrowers that shall have been satisfiedreasonably requested by the Administrative Agent in writing at least 10 Domestic Business Days prior to the Effective Date and that the Administrative Agent reasonably determines is required by United States 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.

Conditions to Effectiveness. This Amendment shall become effective as Upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied conditions, this Agreement shall be deemed to be effective as of June 6, 2008 (or waived in accordance with Section 10.1 of the Credit Agreement"Seventh Amendment Effective Date"): (a) the Administrative Agent shall have received counterparts of this Amendment duly Agreement executed by the Administrative Agent (on behalf of itself and delivered each of the Lenders by virtue of each Lender's execution of a Lender Authorization) the Borrower, the Administrative AgentOriginal U.S. Borrower, each Issuing Bank the Parent and each Bankthe Grantors; (b) the Administrative Agent shall have received (i) all fees required to be paid a resolution duly adopted by the Borrower pursuant to fee letters executed and delivered by board of directors (or equivalent governing body) of the Borrower in connection with and each U.S. Borrower authorizing the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofIncrease; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special a favorable opinion from counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory Borrower addressed to the Administrative AgentAgent and the Lenders with respect to this Agreement and the Credit Agreement; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving been reimbursed for all fees and authorizing the execution, delivery out-of-pocket charges and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date other expenses incurred in connection with its executionthis Agreement, delivery including, without limitation, the reasonable fees and performance disbursements of this Amendment have been obtained counsel for the Administrative Agent and are in full force and effect; andthe U.S. Administrative Agent; (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement Borrower shall have been satisfiedpaid to the Administrative Agent, for the account of each Lender (including the Administrative Agent) that has agreed to the Increase and the Extension and that executes and delivers this Agreement or a Lender Authorization to the Administrative Agent (or its counsel), an amendment and extension fee in an amount equal to 50 basis points times the principal amount of such Lender's Commitment; and (f) the Administrative Agent shall have received such other instruments, documents and certificates as the Administrative Agent shall reasonably request in connection with the execution of this Agreement.

Conditions to Effectiveness. This Amendment Upon the satisfaction of each of the following conditions, this Agreement shall become be deemed to be effective as of the date first written above June 6, 2008 (the “Seventh Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly Agreement executed by the Administrative Agent (on behalf of itself and delivered each of the Lenders by virtue of each Lender’s execution of a Lender Authorization) the Borrower, the Administrative AgentOriginal U.S. Borrower, each Issuing Bank the Parent and each Bankthe Grantors; (b) the Administrative Agent shall have received (i) all fees required to be paid a resolution duly adopted by the Borrower pursuant to fee letters executed and delivered by board of directors (or equivalent governing body) of the Borrower in connection with and each U.S. Borrower authorizing the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofIncrease; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special a favorable opinion from counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory Borrower addressed to the Administrative AgentAgent and the Lenders with respect to this Agreement and the Credit Agreement; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving been reimbursed for all fees and authorizing the execution, delivery out-of-pocket charges and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date other expenses incurred in connection with its executionthis Agreement, delivery including, without limitation, the reasonable fees and performance disbursements of this Amendment have been obtained counsel for the Administrative Agent and are in full force and effect; andthe U.S. Administrative Agent; (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement Borrower shall have been satisfiedpaid to the Administrative Agent, for the account of each Lender (including the Administrative Agent) that has agreed to the Increase and the Extension and that executes and delivers this Agreement or a Lender Authorization to the Administrative Agent (or its counsel), an amendment and extension fee in an amount equal to 50 basis points times the principal amount of such Lender’s Commitment; and (f) the Administrative Agent shall have received such other instruments, documents and certificates as the Administrative Agent shall reasonably request in connection with the execution of this Agreement.

Conditions to Effectiveness. This Except as set forth below, Section 1 of this Amendment No. 1 shall become effective as only upon the satisfaction of the following conditions precedent (the date first written above (of satisfaction of such conditions being referred to as the “Amendment Effective Date”): A. The Borrower, the Company, the Administrative Agent and the New Lender shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent. B. The Administrative Agent shall have received a secretary’s certificate of the Company and the Borrower (i) wheneither confirming that there have been no changes to its organizational documents since March 29, 2012, or if there have been changes to the Company’s or the Borrower’s organizational documents since such date, certifying as to such changes, and only when, each (ii) certifying as to resolutions and incumbency of officers with respect to this Amendment No. 1 and the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):transactions contemplated hereby. (a) C. The New Lender and the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket costs and expenses required to be paid by for which invoices have been presented (including the reasonable fees and expenses of legal counsel for which the Borrower agrees it is responsible pursuant to Section 9.3 of the Credit Agreement), incurred in connection with this Amendment No. 1. D. Execution and delivery to the Administrative Agent pursuant to Section 10.5 by the Borrower of a Note in favor of the Credit Agreement for which reasonably detailed invoices have been presented New Lender, in each case in the amounts of its Commitments set forth on Schedule 2.1 attached hereto. E. Delivery to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionby O’Melveny & Xxxxx LLP, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, of an opinion addressed to the New Lender and (ii) the general counsel or an associate general counsel Administrative Agent in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;. (d) F. Payment by the Borrower of any agreed upon compensation to the New Lender [and the Administrative Agent] as provided in Section 2.4 of the Credit Agreement arising out of the addition of the New Lender as a “Lender” under the Credit Agreement. G. The conditions set forth in Section 4.2 of the Credit Agreement shall have been satisfied and the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary and executed by a Financial Officer of the Borrower certifying (i) the resolutions of the Board of Directors of that such conditions have been satisfied and that the Borrower approving and authorizing shall be in pro forma compliance with the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent covenants set forth in Section 5.3 6.13 of the Credit Agreement shall have as of the last day of the most recently ended fiscal quarter for which a compliance certificate has been satisfieddelivered pursuant to Section 5.1(c) of the Credit Agreement after giving effect to the New Revolving Commitments and the Loans to be made thereunder on the Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the date first written above this Agreement is subject to satisfaction (the “Amendment Effective Date”or waiver in accordance with Section 10.01) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the The Administrative Agent’s receipt of the following, each Issuing Bank and of which shall be originals or photocopies, each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid properly executed by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each case in form and substance reasonably satisfactory to the Administrative AgentAgent and each of the Lenders: (i) executed counterparts of this Agreement; (dii) a Note executed by the Administrative Agent shall have received Borrower in favor of each Lender requesting a certificate dated as Note; (iii) such certificates of the Amendment Effective Date resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or of the Secretary or Assistant Secretary of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business under the laws of the jurisdiction of its incorporation; (v) an opinion of counsel to the Borrower, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; and (vi) a certificate signed by a Responsible Officer (or the Secretary or Assistant Secretary) of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Article 5 (x) that are qualified by materiality shall be true and correct on and as of the Closing Date, and (y) that are not qualified by materiality, are true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality, in all respects) as of such earlier date, (B) that no Default shall exist, or would result from the transactions to occur on the Closing Date, (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had, either individually or in the aggregate, a Material Adverse Effect, and (D) that attached thereto is a true and complete copy of the Figma Merger Agreement. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent and subject to limitations otherwise agreed in writing, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent), plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) in each case solely to the extent the Borrower has been provided a reasonably detailed invoice of such counsel at least two (2) Business Days’ prior to the Closing Date (or such shorter period of time as the Borrower may agree). (d) The Administrative Agent’s and each Lender’s receipt of (i) documentation and information that the resolutions of Administrative Agent or such Lender requests at least five Business Days prior to the Board of Directors of Closing Date in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower approving and authorizing the executionPATRIOT Act, delivery and performance by the Borrower of this Amendment and (ii) to the extent requested by the Administrative Agent or such Lender, and to the extent that all material authorizationsthe Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, approvals and consents required a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be obtained satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Borrower Administrative Agent shall have received written notice from such Lender prior to the Amendment Effective proposed Closing Date in connection with specifying its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Except as set forth below, Section 1 of this Amendment No. 1 shall become effective as upon satisfaction of the following conditions precedent (the date first written above (upon which conditions precedent are satisfied being referred to herein as the “Amendment Effective Date”): The Borrower, the Qualified Borrowers, the Administrative Agent, the Requisite Lenders and the Increasing Lenders shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent. The Administrative Agent shall have received a secretary’s certificate of the Borrower and the Qualified Borrowers (i) wheneither confirming that there have been no changes to its organizational documents since March 2, 2015 (or November 20, 2015, in the case of the Simon International Finance, S.C.A., or April 1, 2016, in the case of Plaza Carolina, LLC), or if there have been changes to the Borrower’s or such Qualified Borrower’s organizational documents since such date, certifying as to such changes, and only when, each (ii) certifying as to resolutions and incumbency of officers with respect to this Amendment No. 1 and the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) transactions contemplated hereby. The Lenders and the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket costs and expenses required to be paid by for which invoices have been presented (including the Borrower reasonable fees and expenses of legal counsel to the Administrative Agent for which the Borrower agrees it is responsible pursuant to Section 10.5 14.2 of the Credit Agreement for which reasonably detailed invoices have been presented Agreement), incurred in connection with this Amendment No. 1. Delivery to the Administrative Agent by counsel to the Borrower on or before the date that is one Business Day prior of an opinion addressed to the date hereof; (c) Lenders and the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance . Payment by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior any agreed upon compensation to the Amendment Effective Date Lenders and the Lead Arrangers as separately agreed in connection with its execution, delivery and performance of this Amendment have been obtained No. 1 and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 making of the Credit Agreement shall have been satisfiedincremental Commitments by the Increasing Lenders and any resulting reallocation of the Committed Loans.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement"SECOND AMENDMENT EFFECTIVE DATE"): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on A. On or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Second Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel the Borrower shall deliver to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary Banks (or to Agent for the Banks with sufficient originally executed copies, where appropriate, for each Bank and its equivalentcounsel) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions Resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery delivery, and performance of this Amendment, signed by the President or Vice President of the Borrower and attested to by the Secretary or any Assistant Secretary of the Borrower, and dated the Second Amendment Effective Date. B. The Banks and their respective counsel shall have received originally executed copies of one or more favorable written opinions of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C., counsel for the Borrower, in form and substance reasonably satisfactory to Agent and its counsel, dated as of the Second Amendment Effective Date, with respect to the enforceability of the Amended Agreement and as to such other matters as Agent acting on behalf of the Banks may reasonably request. C. On or before the Second Amendment Effective Date, the Borrower shall have delivered to the Agent, for distribution to each Bank, a non-refundable amendment fee equal to 1/4 of 1% of the sum of the outstanding principal amount of the Term Loan of such Bank as of the Second Amendment Effective Date plus the Revolving Loan Commitment of such Bank as of the Second Amendment Effective Date, as reduced pursuant to the terms of this Amendment. D. On or before the Second Amendment Effective Date, the Borrower shall have engaged an independent outside consultant to function as what is commonly referred to as a "turnaround manager", such turnaround manager to be selected by the Borrower and approved by the Required Banks; provided that the scope, duration and other terms of this Amendment such engagement (including the terms relating to (i) the management authority of such turnaround manager and (ii) that all material authorizations, approvals the free and consents required timely sharing of information by such turnaround manager with the Banks) shall be acceptable to be obtained the Required Banks (the turnaround manager engaged by the Borrower prior to in accordance with the Amendment Effective Date in connection with its execution, delivery and performance terms of this Amendment have been obtained and are in full force and effect; and (e) Section 3D is herein called the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied"TURNAROUND MANAGER").

Conditions to Effectiveness. This Amendment The obligations of the Revolving Credit Lenders (including the Swingline Lender) to make Revolving Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):10.2). (a) The Administrative Agent, its Affiliates and the Administrative Agent Lenders shall have received counterparts payment of this Amendment duly executed all fees, expenses and delivered by other amounts due and payable on or prior to the BorrowerClosing Date, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) including reimbursement or payment of all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent, including any local counsel) invoiced a reasonable period of time prior to the Closing Date and required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Xxxxx Fargo Securities, LLC. (b) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Required Lenders: (i) a counterpart of this Agreement signed by or on behalf of the Borrower and the Revolving Lenders or written evidence satisfactory to the Administrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Notes payable to each requesting Lender; (iii) the Reaffirmation of Loan Documents, duly executed by the Loan Parties, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable state level UCC searches, tax, and judgment search reports in all necessary or appropriate jurisdictions and under all legal names of the Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Liens permitted pursuant to Section 7.2 and Liens to be released on the Closing Date and (C) a Perfection Certificate (or updates to existing Perfection Certificate acceptable to the Administrative Agent) duly completed on a pro forma basis after giving effect to the Transactions and executed by the Borrower; (iv) a duly executed letter agreement among each party to each Blocked Account Agreement, together with the Administrative Agent, acknowledging Xxxxx Fargo as successor Administrative Agent for purposes of each such Blocked Account Agreement in substantially the form of Exhibit E; (v) assignment documents executed by the Former Agent (and any applicable Loan Party) as described in Section 9.16(d); (vi) a copy of the notice of prepayment provided by the Borrower to the Administrative Former Agent pursuant to Section 10.5 2.11 of the Existing Credit Agreement for which reasonably detailed invoices have been presented with respect to the Borrower on or before prepayment in full of the date that is one Business Day prior to Term Loans (under and as defined in the date hereofExisting Credit Agreement); (cvii) a duly executed funds flow memorandum with respect to the Administrative Agent Transactions, together with a report setting forth the sources and uses of proceeds of any Loan incurred on the Closing Date; (viii) confirmation that all outstanding principal, together with accrued interest, with respect to the Term Loans (under and as defined in the Existing Credit Agreement) shall have received an executed legal opinion, dated been paid in full as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to Closing Date with the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) proceeds of the Borrower, in each case reasonably satisfactory to issuance of the Administrative AgentSenior Notes; (dix) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of each Loan Party whose revenues and assets are included in the Borrower calculation of the Aggregate Subsidiary Threshold as of the Closing Date in the form of Exhibit 3.1(b)(ix), attaching and certifying (i) copies of its Organizational Documents, and of the resolutions of the Board its board of Directors of the Borrower approving and directors or similar governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of each Loan Party executing the Loan Documents to which it is a party; (x) a certificate of good standing from the Secretary of State of the jurisdiction of incorporation or organization of each Loan Party whose revenues and assets are included in the calculation of the Aggregate Subsidiary Threshold as of the Closing Date and each other jurisdiction where the failure of such Loan Party to be qualified to do business as a foreign entity in such jurisdiction could reasonably be expected to have a Material Adverse Effect; (xi) a favorable written opinion of Xxxxxxxxx Xxxxxx PLLC, counsel to the Loan Parties, together with local counsel opinions reasonably requested by the Administrative Agent, in each case addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (xii) a certificate in the form of Exhibit 3.1(b)(xii), dated the Closing Date and signed by a Responsible Officer of the Borrower, certifying that (A) after giving effect to the funding of any initial Revolving Borrowing, if any, (1) no Default or Event of Default exists, (2) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (without duplication of any materiality, “Material Adverse Effect” or similar qualifiers contained in such representations and warranties), (3) since the date of the financial statements of the Borrower of this Amendment described in Section 4.5, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (iiB) that attached to such certificate is true and correct list of each Loan Party whose revenues and assets are included in the calculation of the Aggregate Subsidiary Threshold as of the Closing Date, together with calculations demonstrating the Aggregate Subsidiary Threshold as of the Closing Date; (xiii) certified copies of all material consents, approvals, authorizations, approvals registrations and consents filings and orders required to be made or obtained under any Requirement of Law, or by the Borrower prior to the Amendment Effective Date any Material Contract of each Loan Party, in connection with its the execution, delivery delivery, performance, validity and performance enforceability of this Amendment have been obtained the Transaction Documents and/or any of the transactions contemplated hereby or thereby, and are such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effecteffect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding this Agreement or the other Transaction Documents or any transaction being financed with the proceeds hereof shall be ongoing; (xiv) with respect to the Borrower and its Subsidiaries, copies of the (i) audited consolidated balance sheets and related consolidated statements of income, shareholder’s equity and cash flows for the Fiscal Years ended December 31, 2014, 2015 and 2016, (ii) internal consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal month ended since the last quarterly financial statements and at least 30 days prior to the Closing Date and (iii) projections prepared by management of the Borrower of balance sheets, income statements and cash flow statements, which will be quarterly for the first year after the Closing Date and annually thereafter for the term of this Agreement; (xv) [reserved]; (xvi) certificates of insurance with respect to each Loan Party describing the types and amounts of insurance (property and liability) maintained by the Loan Parties, naming the Administrative Agent as additional insured on liability policies and with lender loss payee endorsements for property and casualty policies, in each case, meeting the requirements of Section 5.8; (xvii) certified copies of all Material Contracts and such other diligence items as the Administrative Agent may reasonably require; (xviii) evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens which are prior as a matter of law); (xix) a solvency certificate duly executed by the chief financial officer of the Borrower, addressed to the Administrative Agent for the benefit of the Lenders and dated the Closing Date in substantially the form of Exhibit 3.1(b)(xx), giving pro forma effect to the Transactions to be effected on the Closing Date; and (exx) to the conditions precedent set forth in Section 5.3 extent requested by any Lender, all documentation and other information required by bank regulatory authorities under applicable “know your customer”, United States Requirements of Law relating to terrorism, sanctions or money laundering, including the Anti-Terrorism Order, the Patriot Act and Anti-Money Laundering Laws. (c) The Administrative Agent (or its counsel) shall have received certified copies (certified to be true, correct and complete) of the Credit Agreement shall have been satisfiedTransaction Documents (other than the Loan Documents), each in form and substance reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness. This Amendment Agreement and the Initial Increased Commitments shall become be effective on and as of the date first written above (the “Amendment Increase Effective Date”) when, and only when, each of on which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):shall have been satisfied: (a) the The Administrative Agent shall have received counterparts from each party hereto either (i) an original counterpart of this Amendment duly executed and Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement (followed promptly by original counterparts to be delivered by the Borrower, to the Administrative Agent, each Issuing Bank and each Bank;). (b) the Administrative Agent The Lenders shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 satisfactory opinions of the Credit Agreement for which reasonably detailed invoices have been presented counsel to the Borrower on or before and the date that is one Business Day prior to Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of this Agreement) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the date hereof;Increasing Lenders shall reasonably require. (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment Increase Effective Date signed by a Responsible Officer of the Secretary or Assistant Secretary Borrower, certifying that (A) the representations and warranties contained in Article V of the Borrower certifying Credit Agreement and in the other Loan Documents are true and correct in all material respects (ior true and correct if such representations and warranties are already qualified by materiality) the resolutions on and as of the Board Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or true and correct if such representations and warranties are already qualified by materiality) as of Directors of such earlier date, and except that for purposes hereof, the Borrower approving representations and authorizing the execution, delivery and performance by the Borrower of this Amendment warranties contained in subsections (a) and (iib) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of the Credit Agreement and (B) no Default exists. (d) All fees and expenses due to the Increasing Lenders, the joint lead arrangers named on the cover page hereto (collectively, the “Lead Arrangers”), the Administrative Agent and counsel to the Lead Arrangers and the Administrative Agent, including all fees and expenses due under the Fee Letter dated May 9, 2014 and made between the Borrower and the Lead Arrangers, will have been satisfiedpaid, to the extent an invoice therefor was presented at least two business days prior to the Increase Effective Date (or such later date as the Borrower may agree). (e) Arrangements satisfactory to the Administrative Agent shall have been made for the amendment of the Mortgages and the issuance of endorsements to the title policies insuring the Mortgages reflecting, inter alia, the increase of the Revolving Credit Facility.

Conditions to Effectiveness. This Amendment shall become will be effective as of the date first written above (the “Sixth Amendment Effective Closing Date”) when, and only when, each subject to fulfillment of the following conditions is satisfied (or waived in accordance with Section 10.1 of precedent: 5.1. The Borrowers and the Credit Agreement): (a) the Administrative Agent shall Required Lenders have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;this Amendment. (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the 5.2. The Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary (or other appropriate officer) of each Borrower dated as of the Borrower date hereof and certifying as to the following: (ia) a true and accurate copy of the resolutions or unanimous written consent of the Board of Directors of the such Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsdelivery, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment; (b) the incumbency, names, titles, and signatures of the officers of such Person authorized to execute the Loan Documents (including this Amendment have and the Divestiture Side Letter) to which such Borrower is a party and, as to the Borrowers’ Agent, to request Loans and the issuance of Letters of Credit; (c) there has been obtained no amendment to the articles of incorporation, certificate of formation, certificate of partnership or other equivalent documents of such Borrower since true and are in full force and effectaccurate copies of the same were last delivered to the Lenders, or specifying any changes; and (ed) the conditions precedent representations and warranties set forth in Section 5.3 6 of this Amendment are true and correct. 5.3. The Administrative Agent shall have received certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 5.4. All corporate and legal proceedings relating to the Borrowers and all instruments and agreements in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in scope, form and substance to the Administrative Agent, such documents where appropriate to be certified by proper corporate or governmental authorities. 5.5. The Administrative Agent shall have received from Xxxxx (a) an amendment fee in an amount equal to 0.50% of the Credit Agreement Revolving Commitments and outstanding principal balance of the Term Loans after giving effect to this Amendment, for the account of the Lenders executing and delivering this Amendment, (b) an arrangement fee, for the account of the Administrative Agent, as separately agreed between the Borrowers and the Administrative Agent, and (c) any fees due to the Administrative Agent and the Lenders pursuant to the terms of this Amendment to the Loan Documents. The fees described in this Section 5.5 shall have been satisfiedbe nonrefundable and fully earned when paid.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Bank, the Majority Banks and each BankBank with an Incremental Facility Commitment; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower on or prior to the Amendment Effective Date pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement (including, without limitation, the Incremental Facility Fee Letter) and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become effective as of upon the date first written above (the “First Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) on which the Administrative Agent shall have received counterparts received: (a) This Amendment, executed and delivered by a duly authorized officer of the Borrower. (b) An Acknowledgment and Consent, substantially in the form of Exhibit A hereto, duly executed and delivered by each Guarantor. (c) A First Amendment Lender Addendum, executed and delivered by each Tranche C Term Loan Lender. (d) A Lender Consent Letter, substantially in the form of Exhibit C (a “Lender Consent Letter”), authorizing the Administrative Agent to execute this Amendment Amendment, duly executed and delivered by the BorrowerRequired Lenders (as defined in the Credit Agreement prior to giving effect to this Amendment), it being agreed that the execution of the First Amendment Lender Addendum shall be deemed to constitute delivery of a Lender Consent Letter by a Lender, in its capacity as a Lender under the Credit Agreement (without giving effect to this Amendment). (e) Subject to Section 2.24(b) of the Credit Agreement (as amended), satisfactory evidence that the outstanding principal amount of, and all accrued and unpaid interest on, the Administrative Agent, each Issuing Bank and each Bank;Term Loans outstanding on the Tranche C Closing Date shall have been paid in full with the proceeds of the Tranche C Term Loans in the case of principal amounts. (bf) the The Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed paid, and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented supported by customary documentation (including reasonable fees, disbursements and other charges of counsel to the Borrower Administrative Agent), on or before the date that is one Business Day prior to the date hereof;First Amendment Effective Date. (cg) On or before the Administrative Agent shall have received an executed legal opinion, dated as of the First Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel all corporate and other proceedings taken or to the Borrowerbe taken in connection with this Amendment shall be reasonably satisfactory in form and substance to Administrative Agent and its counsel, and (ii) the general Administrative Agent and such counsel shall have received all such counterpart originals or an associate general counsel and assistant corporate secretary (or its equivalent) certified copies of the Borrower, in each case such documents as Administrative Agent may reasonably satisfactory to the Administrative Agent;request. (dh) the The Administrative Agent shall have received a certificate dated as of the Borrower, dated the First Amendment Effective Date Date, in form and substance reasonably satisfactory to the Administrative Agent. (i) The Administrative Agent shall have received the legal opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Secretary or Assistant Secretary Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (j) All material governmental and third party approvals necessary in connection with the Tranche C Term Loan Facility, the continuing operations of the Borrower certifying (i) and its Subsidiaries and the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment transactions contemplated hereby shall have been obtained and are be in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, each of on which the following conditions is shall have been satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):waived: (a) the Administrative Agent shall have received counterparts of this Amendment Amendment, duly executed and delivered by the Borrower, Loan Parties and the Administrative Agent, each Issuing Bank and each BankLender; (b) the Administrative Agent Loan Parties shall have received (i) all fees required to be paid complied with Section 5.13 of the Credit Agreement, including the delivery by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit each Assetco of a Joinder Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofAgent; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, copies of (i) Xxxxx Xxxxx L.L.P.the Atlantic Acquisition Documentation, special counsel the Atlantic Seller Note, the Atlantic Note Purchase Agreements and the Atlantic Collateral Access Agreements, each certified by an officer of the Borrower to be true and correct and in full force and effect as of the BorrowerEffective Date, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) any payoff letter delivered under Section 6.1.6 of the Borrower, in each case reasonably satisfactory to the Administrative AgentAtlantic Acquisition Agreement; (d) the Administrative Agent shall have received a certificate dated as each document (including any Uniform Commercial Code financing statement) required by the Collateral 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 Amendment Effective Date Administrative Agent, for the benefit of the Secretary or Assistant Secretary Lenders, a perfected Lien on the Collateral acquired pursuant to the Atlantic Acquisition to the extent required by Section 5.13 of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andCredit Agreement; (e) the conditions precedent set forth Atlantic Acquisition shall have been consummated in accordance with the Atlantic Acquisition Documentation; (f) the Administrative Agent shall have received legal opinions from counsel to the Borrower and its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent; (g) the Administrative Agent shall have received such certificates as may be reasonably requested by the Administrative Agent including confirmation that the Borrower is in compliance with the requirements of Section 5.3 6.12 of the Credit Agreement both prior to and immediately after drawdown; (h) the Administrative Agent shall have been satisfied(i) received and be satisfied with updated inventory appraisals in connection with the Acquisition and (ii) conducted a satisfactory field examination of the accounts receivable, inventory and related working capital matters and financial information of Atlantic, including related data processing and other systems; and (i) the Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower shall have received $36,900,000 in gross cash proceeds from the issuance of the Additional Senior Secured Notes pursuant to the Atlantic Note Purchase Agreements.

Conditions to Effectiveness. This The amendments to the Credit Agreement set forth in Section 1 of this Amendment shall become be deemed to be effective as of on the date first written above (hereof but shall be subject to the “Amendment Effective Date”) when, and only when, satisfaction of each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received counterparts of to this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Borrowers and each Bank;of the Lenders. (b) The Administrative Agent shall have received, for the ratable account of each Lender, $669,907.50, representing the unpaid balance of the amendment fee referenced in Section 3.3(d) of the Credit Agreement, as such Section is amended hereby. (c) The Administrative Agent shall have received reimbursement in full by AHL of the Administrative Agent’s legal and other advisory fees and expenses it has heretofore incurred in connection with the preparation, negotiation, execution and delivery of any of the Loan Documents or any instruments and documents contemplated thereby. (d) The Administrative Agent shall have received such other documents as it shall have reasonably requested, in form and substance satisfactory to the Administrative Agent. The consent set forth in Section 2 of this Amendment shall be subject to the satisfaction of the following conditions precedent: (e) The Administrative Agent shall have received (i1) all fees required to be paid by the Borrower pursuant to fee letters following documents duly executed and delivered by the Borrower in connection with the Amended Credit on behalf of ServiceAdvantage: (A) a Joinder Agreement and the documents referred to therein; (iiB) all reasonable out-of-pocket expenses required a supplement to be paid by the Borrower Security Agreement substantially in the form attached thereto; and (C) a Form UCC-1 Financing Statement, or authorization to execute the same on behalf of ServiceAdvantage in form and substance satisfactory to the Administrative Agent pursuant to Section 10.5 and (2) the following additional instruments and documents: (A) the certificate representing all of the Credit Agreement for which reasonably detailed invoices have been presented issued and outstanding shares of the capital stock of ServiceAdvantage, (B) a supplement to the Borrower on or before Pledge Agreement executed by the date that is one Business Day prior to shareholder of ServiceAdvantage and substantially in the date hereof; form attached thereto and (cC) such other documents as the Administrative Agent shall have received an executed legal opinionreasonably request, dated as including, without limitation, officers’ certificates, financial statements, opinions of counsel, board resolutions, charter documents, certificates of existence and authority to do business and any other closing certificates and documents described in Section 4.2 of the Amendment Effective DateCredit Agreement. (f) In conjunction with the Liquidation, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalentBorrowers shall have complied with Section 2.4(c) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment No. 2 Effective Date”) when, and only when, each on which all of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):have been satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed execution and delivered delivery hereof by the Borrower, the Subsidiary Borrowers, the Administrative Agent, each Issuing Bank of the Consenting Term B Lenders (which collectively constitute the Required Lenders) and each Bankof the New Term B 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 facsimile or other electronic transmission of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment; (b) the Administrative Agent shall have received (i) all fees required to be paid execution and delivery by the Borrower pursuant to fee letters executed Borrower, the Subsidiary Borrowers and delivered by the Borrower Subsidiary Guarantors of an Affirmation of Guaranty and Security Documents in connection with substantially the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 form of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofExhibit A hereto; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, representations and (ii) the general counsel or an associate general counsel warranties set forth in Section 3 hereof are true and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) correct and the Administrative Agent shall have received a certificate certificate, dated as the Amendment No. 2 Effective Date and signed by a Senior Officer of the Amendment Effective Date Borrower, certifying to the accuracy of the Secretary or Assistant Secretary of the Borrower certifying foregoing; and (id) the resolutions of Term B Lenders and the Board of Directors of the Borrower approving Administrative Agent shall have received all interest, fees and authorizing the execution, delivery other amounts due and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower payable on or prior to the Amendment No. 2 Effective Date under or in connection with its executionthis Amendment, delivery and performance including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment have been obtained and are in full force all reasonable and effect; and (e) documented legal fees of counsel to the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAdministrative Agent.

Conditions to Effectiveness. This (Excluding Provisions Regarding the --------------------------------------------------------------- International Restructuring). All provisions of this Amendment except for those --------------------------- set forth in (S)2 hereof shall become be deemed to be, and shall become, effective as of the date first written above (Effective Date referred to above, subject to the “Amendment Effective Date”) when, and only when, each satisfaction of the following conditions is satisfied (precedent, on or waived in accordance with Section 10.1 of the Credit Agreement):prior to such date: (a) the The Administrative Agent shall have received one or more counterparts of this Amendment duly executed and delivered by the BorrowerCompany, Samsonite Europe, and the Administrative Agent, each Issuing Bank and each Bank;Majority Lenders. (b) the The Administrative Agent shall have received (i) all fees required to be paid a statement certified by the Borrower pursuant principal financial or accounting officer of the Company setting forth in reasonable detail the computation of Excess Cash Flow for the fiscal year of the Company ended January 31, 2000. (c) The Company shall have paid (and the Company hereby covenants and agrees to fee letters executed pay, subject to and delivered by the Borrower in connection simultaneously with the Amended Credit Agreement and (iieffectiveness of the applicable provisions of this Amendment) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 on the Effective Date, for the respective accounts of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinioneach of those Lenders that, dated as of the Amendment Effective Date, have duly executed and delivered counterparts of this Amendment to the Administrative Agent, an amendment fee (the "Amendment Fee") in immediately available funds, which shall be equal to 0.125% (one-eighth of one percent) of the sum of (i) Xxxxx Xxxxx L.L.P.such Lender's Domestic Term Loan Commitment Percentage of the then outstanding principal amount of the Domestic Term Loan and such Lender's Foreign Term Loan Commitment Percentage of the then outstanding principal amount (expressed as a Dollar Equivalent amount) of the Foreign Term Loan, special counsel to the Borrowerin each case if applicable, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) aggregate amount of the Borrowersuch Lender's Commitments, in each case reasonably satisfactory to the Administrative Agent;if applicable. (d) The Company shall have paid (and the Company hereby covenants and agrees to pay, subject to and simultaneously with the effectiveness of this Amendment) to the Administrative Agent shall have received a certificate on the Effective Date, for the account of the Administrative Agent, certain fees set forth in the letter agreement between the Company and the Administrative Agent dated as of the Amendment Effective Date of (the Secretary or Assistant Secretary of "Amendment Fee Letter") in the Borrower certifying (i) amounts set forth in the resolutions of the Board of Directors of the Borrower approving Amendment Fee Letter. The Amendment Fee Letter shall have been duly executed and authorizing the execution, delivery and performance delivered by the Borrower of this Amendment Company and (ii) that all material authorizations, approvals the Administrative Agent and consents required to shall be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and. (e) All proceedings in connection with the conditions precedent set forth transactions contemplated by (S)1 and this (S)3 of this Amendment and all other documents incident thereto shall be reasonably satisfactory in Section 5.3 substance and in form to the Administrative Agent and the Administrative Agent's Special Counsel, and the Administrative Agent and such counsel shall have received all information and such counterpart originals or certified or other copies of such documents as the Administrative Agent may reasonably request. (f) No Default or Event of Default shall exist or be continuing, and none shall exist upon (or after giving effect to) the effectiveness of this Amendment on and as of the Credit Agreement shall have been satisfiedEffective Date.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement and the obligations of the date first written above (Incremental Lenders to make Loans under the “Amendment Effective Date”) when, and only when, Incremental Revolving Facility Commitments hereunder are subject to the satisfaction or waiver of each of the following conditions is (the date on which such conditions are satisfied or waived, the “Effective Date”): (a) Prior to or waived substantially simultaneously with the Effective Date, the acquisition of the Water Business shall have been consummated in accordance with applicable law and the Administrative Agent shall have received from the Borrower, a certificate, dated as of the Effective Date, certifying that such acquisition was consummated in accordance with Section 10.1 7.03(g)(vi) of the Credit Agreement):Agreement (as amended hereby) together with such additional evidence of compliance as shall be reasonably requested by the Administrative Agent (including delivery of duly executed payoff letters and UCC-3 termination statements, if applicable). (ab) To the extent the acquisition of the Water Business is structured as an acquisition of the assets associated with the Water Business, the applicable Loan Party shall, substantially simultaneously with the consummation of the acquisition of the Water Business, (i) deliver an updated Perfection Certificate to the Administrative Agent and the Lenders, in substance reasonably satisfactory to the Administrative Agent, (ii) execute and deliver any and all instruments and documents necessary to grant Liens in such assets to the Administrative Agent for the benefit of the Secured Parties to the extent necessary to satisfy the Mortgage Requirement and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required under the Credit Agreement, and (iii) deliver to the Administrative Agent Real Property title reports, engineering and environmental assessment reports and opinions of counsel to the Loan Parties, each in scope, form and substance reasonably satisfactory to Administrative Agent. (c) To the extent the acquisition of the Water Business is structured as an acquisition of equity, (i) the Borrower shall deliver an updated Perfection Certificate to the Administrative Agent and the Lenders, in substance reasonably satisfactory to the Administrative Agent, (ii) the Administrative Agent shall have received, with respect to each such acquired Subsidiary, each of the deliverables described in Section 4(l) below, (iii) the Borrower shall take such actions, or cause the applicable Loan Party to take such actions as may be necessary to ensure a valid first priority perfected Lien over 100% of the Equity Interests of each such acquired Subsidiary (unless such Equity Interests are Excluded Assets) held by the Borrower or the applicable Loan Party, (iv) each such acquired Subsidiary shall duly execute and deliver to the Administrative Agent a Joinder Agreement and other Collateral Documents, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent guaranteeing the Borrower’s obligations under the Loan Documents and securing payment of all the Obligations of such Subsidiary under the Loan Documents, (v) each such acquired Subsidiary shall execute and deliver any and all instruments and documents necessary to grant Liens in any Real Property assets to the Administrative Agent for the benefit of the Secured Parties to the extent necessary to satisfy the Mortgage Requirement and take such other actions as the Administrative Agent may reasonably deem necessary or desirable in order to perfect, protect and preserve such Liens required under the Credit Agreement, (vi) each such acquired Subsidiary shall deliver to the Administrative Agent Real Property title reports, engineering and environmental assessment reports and opinions of counsel to the Loan Parties, each in scope, form and substance reasonably satisfactory to Administrative Agent, (vii) the Borrower shall deliver to the Administrative Agent a signed copy of a favorable opinion of counsel for the Loan Parties acceptable to the Administrative Agent relating to such Joinder Agreement and Collateral Documents as the Administrative Agent may reasonably request and (viii) each such acquired Subsidiary shall deliver evidence that all insurance required to be maintained by it pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or lender’s loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of such acquired Subsidiary that constitute Collateral. (d) The Administrative Agent shall have received counterparts (i) a counterpart of this Amendment duly Agreement, executed and delivered by the Borrower, the Required Lenders and each Incremental Lender party hereto and (ii) a reaffirmation agreement in form and substance satisfactory to the Administrative Agent, executed and delivered by each Issuing Bank of the Loan Parties with respect to its obligations and each Bank;the Liens granted by it under the Collateral Documents. (be) the The Administrative Agent shall have received (i) all fees required received, on behalf of itself, the Lenders and each L/C Issuer on the Effective Date, the favorable written opinion of Xxxxxx & Xxxxxx LLP, counsel to be paid by the Borrower pursuant to fee letters executed Loan Parties, in form and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower substance satisfactory to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionAgent, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;. (df) the The Administrative Agent shall have received a certificate, executed on behalf of the Borrower by a Responsible Officer of the Borrower, which certificate shall certify as to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the incurrence of the Incremental Revolving Facility Commitments. (g) The Administrative Agent shall have received from the Borrower, a certificate, dated as of the Amendment Effective Date Date, fulfilling the requirements of Section 2.13(e) of the Credit Agreement, with appropriate insertions and attachments. (h) All fees, including for the avoidance of doubt any upfront fees payable for the account of the Lenders, due and payable under each of (i) the Commitment Letter, dated as of July 3, 2015, by and between the Borrower and Xxxxx Fargo Securities, LLC and (ii) the Fee Letter, dated as of July 3, 2015, by and between the Borrower and Xxxxx Fargo Securities, LLC shall have been paid. (i) The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Effective Date. (j) The Administrative Agent shall have received, at least five (5) Business Days prior to the Effective Date, and be reasonably satisfied in form and substance with, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act. (k) The Administrative Agent shall have received and reviewed lien searches reasonably requested by the Administrative Agent. (l) The Administrative Agent shall have received with respect to the Borrower and each other Loan Party (i) certificates of good standing as of a recent date issued by the appropriate Governmental Authority of the state or jurisdiction of its incorporation or organization, where applicable; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Borrower Effective Date and certifying (iA) that there have been no changes to the Organization Documents of such Loan Party from those most recently delivered to the Administrative Agent in connection with the Credit Agreement and that such documents remain in full force and effect, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of the Board directors or other governing body of Directors such Loan Party (and, if applicable, any parent company of the Borrower approving and such Loan Party) authorizing the execution, delivery and performance by the Borrower of this Amendment Agreement and (ii) any related Loan Documents and the borrowings hereunder and thereunder, and that all material authorizationssuch resolutions have not been modified, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained rescinded or amended and are in full force and effect; , and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment and Consent shall become effective as upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement“Effective Date”): (a) This Amendment and Consent shall have been duly executed by Holdings, each Loan Party, the Administrative Agent and the Lenders and, in each case, duly executed counterparts thereof shall have received counterparts been delivered to the Administrative Agent. (b) The Administrative Agent’s receipt of this Amendment the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (or to be Loan Party) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) a Borrower Joinder Agreement, duly executed and delivered by the Australian Borrower, the Administrative Agent, each Issuing Bank and each Bank; (bii) a Foreign Obligations Guaranty, duly executed and delivered by each of Holdings and each Foreign Guarantor dated as of the date hereof; (iii) each document necessary to satisfy the Collateral and Guaranty Requirements with respect to the Australian Borrower, ACCO Australia Pty Ltd. and assets thereof in existence as of the Effective Date, as described on Schedule A hereto; and (iv) an opinion from (A) Xxxxxx Price P.C., special U.S. counsel to the Loans Parties and (B) Xxxxxx Xxxxxxx, special Australian counsel to the Loan Parties, each in form and substance reasonably satisfactory to the Administrative Agent and the Lenders. (c) The Administrative Agent shall have received from Holdings payment in immediately available funds of all accrued costs, fees and expenses (iincluding reasonable fees, expenses and other charges of counsel) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower owing to the Administrative Agent pursuant to Section 10.5 11.04 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as and Section 11.04 of the Amendment Effective DateAmended Credit Agreement, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borroweras applicable, in each case reasonably satisfactory to the Administrative Agent;connection with this Amendment and Consent. (d) The Administrative Agent and the Lenders shall have received at least seven (7) days prior to the Effective Date all documentation and other information reasonably requested in writing by them at least nine (9) days prior to the Effective Date in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act. (e) All approvals, consents, exemptions, authorizations, or other actions by, or notices to, or filings with, any Governmental Authority or any other Person necessary or required for the consummation of this Amendment and Consent shall have been received. (f) The representations and warranties contained in Article 5 of the Amended Credit Agreement shall be true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided that any such representations and warranties that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects. (g) There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of the Administrative Agent, singly or in the aggregate, materially impairs this Amendment and Consent or any of the other transactions contemplated by the Loan Documents, or that could reasonably be expected to have a Material Adverse Effect. (h) There has been no change, occurrence or development since December 31, 2015 that could reasonably be expected to have a Material Adverse Effect. (i) No Default or Event of Default shall exist or be continuing prior to or immediately after giving effect to this Amendment and Consent. (j) The Administrative Agent shall have received a certificate dated as fully executed copy of the Amendment Effective Date Incremental Joinder Agreement and, concurrently with the occurrence of the Secretary or Assistant Secretary Effective Date, the Increased Amount Date (as defined in the Incremental Joinder Agreement) shall have occurred. Notwithstanding anything herein to the contrary, for purposes of determining compliance with the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving conditions specified in this Section III, each Lender shall be deemed satisfied with each document and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents each other matter required to be obtained by the Borrower reasonably satisfactory to such Lender unless, prior to the Amendment Effective Date in connection with its executionDate, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAdministrative Agent receives notice from such Lender specifying such Lender’s objections.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “First Amendment Effective Date”) when, and only when, that each of the following conditions precedent is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: -2- AmericasActive:16640684.8 (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to First Amendment Effective Date the date hereof; (c) following, each dated the Administrative Agent shall have received an executed legal opinion, dated as of the First Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent; Agent in sufficient copies for each Lender: (di) certified copies of the Administrative Agent shall have received Borrower’s certificate of incorporation and bylaws, and resolutions of the board of directors of the Borrower approving this Amendment, a certificate dated as of good standing for the Amendment Effective Date Borrower from its jurisdiction of incorporation and all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Amendment; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered by the Borrower hereunder; and (iii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), substantially in the form of Exhibit B hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (b) On the First Amendment Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the First Amendment Effective Date, stating that: (i) the resolutions of the Board of Directors The representations and warranties of the Borrower approving contained in Section 4.01 of the Credit Agreement are true and authorizing correct in all material respects (or, if already qualified by materiality, in all respects) on and as of the executionFirst Amendment Effective Date, delivery as though made on and performance by the Borrower as of this Amendment such date; and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all material authorizationsfees and expenses of the Administrative Agent and the Lenders then due and payable in accordance with the terms of the Fee Letter, approvals dated as of March 21, 2022, among the Borrower, Xxxxx Fargo Bank, and consents required to be obtained Xxxxx Fargo Securities. (d) The Administrative Agent shall have received counterparts of this Amendment, executed and delivered by the Borrower prior to and the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andLenders. (e) the conditions precedent set forth in Section 5.3 The Administrative Agent shall have received copies of the Credit Agreement Borrower’s Report on Form 10-K, as filed with the SEC, for the fiscal year ended December 31, 2021 and the Borrower’s Current Reports on Form 8-K, as filed with the SEC after the date of filing the Borrower’s Report on Form 10-K for the fiscal year ended December 31, 2021 but prior to the First Amendment Effective Date (collectively, the “Amendment Disclosure Documents”). (f) The Administrative Agent shall have been satisfiedreceived copies or other evidence of such other approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender or any LC Issuing Bank through the Administrative Agent.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the date first written amendments set forth in Article II above is subject to the satisfaction (by no later than October 13, 2011 unless the “Amendment Effective Date”Administrative Agent extends such date) when, and only when, each of the following conditions is satisfied (or precedent, unless specifically waived in accordance with Section 10.1 of writing by the Credit Agreement):Administrative Agent: (a) the The Administrative Agent shall have received counterparts of the following documents, each in form and substance satisfactory to the Administrative Agent and its legal counsel: (i) this Amendment duly executed by Borrowers and delivered the other Credit Parties and the Lenders; and (ii) such other documents as reasonably requested by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) All corporate (or other organization) proceedings taken in connection with the transactions contemplated by this Amendment and the Eleventh Amendment Additional Warrants and all documents, instruments and other legal matters incident hereto or thereto shall be reasonably satisfactory to the Administrative Agent and its legal counsel and the Administrative Agent shall receive such certifications with respect thereto as the Administrative Agent shall reasonably require; (c) Borrowers shall have paid all costs and expenses (including reasonable outside attorneys’ fees and disbursements) and out-of-pocket fees of the Administrative Agent incurred as of the date hereof including without limitation the following legal and consultant fees: (i) Capstone: $83,673.61 and (ii) Xxxx Xxxxx & Xxxxxxx LLP: $42,900; and the Borrowers shall have paid any reasonable and out-of-pocket legal fees (if any) of the Lenders, incurred as of the date hereof, referred to in clause (ii) of Section 9.04 below with respect to the review or negotiation of the Eleventh Amendment Effective Date Additional Warrants; (d) The Parent shall have issued the Eleventh Amendment Effective Date Additional Warrants; (e) The Parent shall cause an opinion letter with respect to the Eleventh Amendment Effective Date Additional Warrants and other warrant related matters, issued by its counsel Xxxxxx, Xxxxx & Bockius LLP, substantially in the form (but with conforming changes to reflect the fact that the opinion letter shall address the Eleventh Amendment Effective Date Additional Warrants) of the opinion letter delivered to the Lenders pursuant to Section 5.01 of Amendment No. 10), to be delivered to the Lenders; (f) The Borrowers shall pay the First Installment of the Amendment No. 11 Fee (as defined below); and (g) The Administrative Agent and the Lenders shall have received (i) all fees the audit report for the Fiscal Year ending June 30, 2011 required to be paid by the Borrower pursuant to fee letters executed and delivered by Section 10.1.1 of the Borrower in connection with the Amended Credit Agreement Agreement, such audit report and (ii) all reasonable out-of-pocket expenses required consolidating balance sheet and statements to be paid in form (and the related consolidating balance sheet and statements required by such Section 10.1.1) and substance substantially similar to the Borrower draft audit report for such Fiscal Year and draft related consolidating balance sheet and statements previously delivered to the Administrative Agent pursuant to Section 10.5 of and the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, Lenders and (ii) the general counsel or an associate general counsel and assistant corporate secretary related Compliance Certificate (or its equivalent) of the Borrower, in each case reasonably satisfactory reflecting any applicable amendments to the Administrative Agent; (dform of Compliance Certificate set forth in Exhibit B to Amendment No. 10) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained delivered by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 10.1.3 of the Credit Agreement shall have been satisfiedwith respect to such Fiscal Year.

Conditions to Effectiveness. This Amendment No. 1 shall become effective as only upon the satisfaction of the date first written above following conditions precedent (the “Amendment Effective Date”) when): A. The Borrower, the Administrative Agent, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 Banks shall have indicated their consent hereto by the execution and delivery of the Credit Agreement):signature pages hereof to the Administrative Agent. (a) B. A Ratable Loan Note for each of the Banks signatory hereto which has requested such Note, a Swing Loan Note for the Administrative Agent, and a Bid Rate Loan Note for the Administrative Agent shall have received counterparts of this Amendment been duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;. (b) the C. The Administrative Agent shall have received a secretary’s certificate of the Borrower (i) all fees required certifying as to be paid by its organizational documents, and attaching a good standing certificate from the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement State of Maryland dated as of a recent date and (ii) certifying as to resolutions and incumbency of officers with respect to this Amendment No. 1 and the transactions contemplated hereby. D. The Administrative Agent shall have received all reasonable out-of-pocket costs and expenses required to be paid by for which invoices have been presented (including the reasonable fees and expenses of legal counsel for which the Borrower agrees it is responsible pursuant to Section 12.04 of the Loan Agreement), incurred in connection with this Amendment No. 1. E. Delivery to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionby Xxxxxxx Procter LLP, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, of an opinion addressed to the Banks and (ii) the general counsel or an associate general counsel Administrative Agent in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;. (d) F. Payment by the Borrower of any mutually agreed upon compensation to the Banks, to the Administrative Agent, and to X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated, as joint lead arrangers, in connection with this Amendment No. 1. G. The conditions set forth in Section 4.02 of the Loan Agreement shall have been satisfied as if a Loan were being made on the Amendment Effective Date and the Administrative Agent shall have received a certificate dated as the Amendment Effective Date and executed by a duly authorized signatory of the Borrower that such conditions have been satisfied. H. Upon satisfaction of the foregoing conditions, the Administrative Agent shall deliver written notice to the Borrower and the Banks of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become not be effective as of the date first written above (the “Amendment Effective Date”) when, and only when, until each of the following conditions is satisfied (or waived in accordance with Section 10.1 precedent has been fulfilled to the satisfaction of the Credit AgreementAdministrative Agent (such date, the “First Amendment Effective Date”): (a) the a. The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by each of the Borrower, the Administrative Agent, each Issuing Bank and each Bankparties hereto; (b) b. the Administrative Agent shall have received (i) all fees required to be paid a Note or Amended and Restated Note, as applicable, executed by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 favor of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofeach Lender requesting a Note; (c) c. the Administrative Agent shall have received an executed legal opinion, dated as counterparts of the Counterpart to Subsidiary Guaranty, in the form attached as Exhibit C hereto (the “Counterpart to Guaranty”), duly executed and delivered by each of the parties thereto (each Subsidiary executing the Counterpart to Guaranty as an “Additional Guarantor”, an “Additional Guarantor”); d. the Administrative Agent shall have received counterparts of the Pledge Amendment, in the form attached as Exhibit D hereto (the “Pledge Amendment”, and together with the Amendment Effective Dateand the Counterpart to Guaranty, the “Amendment Documents”), duly executed and delivered by each of (i) Xxxxx Xxxxx L.L.P.the parties thereto; e. the Administrative Agent shall have received such certificates of resolutions or other action, special counsel incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and each Additional Guarantor 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 the Amendment Documents and the other Loan Documents to which such Loan Party or Additional Guarantor is a party; f. the Administrative Agent shall have received such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and each Additional Guarantor is duly organized or formed and in good standing in its jurisdiction of formation, except to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory extent that failure to the Administrative Agentdo so would not have a Material Adverse Effect; (d) g. the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date a Responsible Officer of the Secretary or Assistant Secretary of the Borrower certifying and Parent stating that (i) no consents, licenses or approvals are required in connection with the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment Documents and (ii) that there has been no event or circumstance since the date of delivery of the last Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; h. the Administrative Agent shall have received a favorable opinion of legal counsel to the Loan Parties and the Additional Guarantors and local counsel to the Loan Parties and the Additional Guarantors in the jurisdiction of formation of each Loan Party and each Additional Guarantor, in each case, addressed to the Administrative Agent and each Lender, as to matters concerning due formation and applicable good standing of the Loan Parties and the Additional Guarantors and the due execution and enforceability of the Amendment Documents and the other Loan Documents; i. the Administrative Agent shall have received a duly completed Borrowing Base Report as of the First Amendment Effective Date, signed by a Responsible Officer of Borrower, together with Property Information with respect to each new Borrowing Base Property reflected on the First Amendment Effective Date Borrowing Base Certificate; j. the Administrative Agent shall have received and be reasonably satisfied with (i) the Tender Offer Statement on Schedule TO and (ii) the Registration Statement on Form S-11, each to be filed in connection with the Tender Offer Transactions; and k. the Administrative Agent shall have received evidence that all material authorizations, approvals and consents insurance required to be obtained by the Borrower prior maintained pursuant to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have Loan Documents has been obtained and are is in full force and effect; and (e) , including, without limitation, with respect to the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAdditional Guarantors.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each The amendments set forth herein are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of on the Credit Agreement):date hereof: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate dated facility fee in the amount of $43,750, $13,125 of which shall be payable to SBLI and $30,625 of which shall be payable to EAB. (b) Each Lender shall have received an original Amended and Restated Note, in the applicable form attached hereto as Exhibit A, with the appropriate insertions and duly executed by the Company. (c) The Administrative Agent shall have been reimbursed for the reasonable legal fees of counsel incurred in connection with the preparation of the Amendment Effective Date amendments. (d) The Administrative Agent shall have received the following: (i) UCC search results identifying the financing statements on file with respect to the Company; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower certifying Borrower, (iA) attesting to all corporate action taken by the Borrower, including resolutions of the its Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effecteach other document to be delivered pursuant to this Amendment; and (eB) the conditions precedent stating that, except as set forth in such certificate, the corporate documents previously delivered to the Lenders have not been amended, modified, revoked or rescinded as of the date of their prior certification and (C) certifying the names and true signatures of certain officers of the Borrower authorized to sign this Amendment and the other Loan Documents. (iii) a certificate of an Executive Officer of the Borrower stating that, except as set forth in such certificate with respect to a matter concerning the representations contained in clause (a) of Section 5.3 4.06 of the Credit Agreement, the representations and warranties in Article IV of the Credit Agreement shall have been satisfiedare true and correct on such date as though made on and as of such date, unless such representation is as of a specific date, in which case, as of such date, and that no event has occurred as is continuing which constitutes a Default or Event of Default, (iv) such other documents, instruments, approvals, opinions and evidence as the Lenders may reasonably require.

Conditions to Effectiveness. This First Amendment shall become be deemed effective as of the date first written above February __, 1998 (the “Amendment "Effective Date”") when, and only when, each upon satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) receipt by the Administrative Agent shall have received counterparts of this Amendment duly a fully executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bankoriginal hereof; (b) receipt by the Administrative Agent shall have received (i) all fees required to be paid of the Swingline Note for the account of the Swingline Lender executed by Xxxxxxxx and Sterling in the Borrower pursuant to fee letters executed amount and delivered by the Borrower maturity and otherwise as provided in connection with the Amended Credit Agreement this First Amendment and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to substantially in the Borrower on or before the date that is one Business Day prior to the date hereofform of EXHIBIT A attached hereto; (c) receipt by the Administrative Agent, on behalf of the Lenders, of a favorable opinion of counsel to Xxxxxxxx and Sterling addressed to the Administrative Agent shall have received an executed legal opinion, dated as of and the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel Lenders with respect to the BorrowerFirst Amendment, the other Loan Documents and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to such other matters as the Administrative AgentAgent may request; (d) receipt by the Administrative Agent shall have received of a certificate dated as copy of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of Xxxxxxxx and the Borrower approving and Board of Directors of Sterling authorizing the execution, delivery and performance by the Borrower of this First Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date other documents executed in connection with its executionthe First Amendment certified as such by an officer of Xxxxxxxx or Sterling, as applicable; (e) receipt by the Administrative Agent of all reasonable costs, fees and expenses of the Administrative Agent, including, without limitation, reasonable legal fees and expenses of counsel to the Administrative Agent in connection with the preparation, execution and delivery and performance of this Amendment have been obtained and are in full force and effectFirst Amendment; and (ef) receipt by the conditions precedent set forth Administrative Agent of any other agreement or document reasonably requested by the Administrative Agent in Section 5.3 of connection with the Credit Agreement shall have been satisfiedtransactions contemplated hereby.

Conditions to Effectiveness. This The effectiveness of this Amendment and Section 2 and Section 3 hereof shall become effective as be subject to the satisfaction of each of the following conditions precedent (the date first written above on which all such conditions precedent are satisfied (or waived by the Lenders), the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of received, in form and substance reasonably satisfactory to it and Lenders, this Amendment duly executed by Xxxxxxxx, Administrative Agent and delivered all of the Lenders party to the Loan Agreement as required by Section 13.04 of the BorrowerLoan Agreement, the and by each Grantor and Administrative Agent, each Issuing Bank and each Bank;as required by Section 5.03 of the Security Agreement. (b) the Borrower shall have paid or reimbursed Administrative Agent shall have received (i) and the Lenders for all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all of their reasonable out-of-pocket costs and expenses required (including all reasonable fees, expenses and disbursements of counsel to be paid Administrative Agent, directly to such counsel if requested by Administrative Agent) in connection with the Borrower to the Administrative Agent negotiation and preparation of this Amendment, pursuant to Section 10.5 13.03(a)(i)(z) of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Loan Agreement. (c) The representations and warranties in Section 5 shall be true in all material respects on the date hereof and on the date on which each of the foregoing conditions is satisfied. (d) Administrative Agent shall have received an executed legal opinion, dated updated organizational chart showing the current structure of the Obligors and their Subsidiaries as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;. (de) the Administrative Agent shall have received a certificate dated as of all documentation and other information regarding the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date Obligors requested in connection with its executionapplicable “know your customer” and anti-money laundering rules and regulations, delivery and performance of this Amendment have been obtained and are in full force and effect; andincluding the USA PATRIOT Act. (ef) the conditions precedent set forth in Section 5.3 of the Credit Agreement Administrative Agent shall have been satisfiedreceived such other assurances, certificates, documents, information, consents or opinions as Administrative Agent or the Lenders reasonably may require.

Conditions to Effectiveness. This Amendment shall become effective as on the first date when each of the date first written above following conditions precedent have been satisfied (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of (i) this Amendment Amendment, duly executed and delivered by the Borrower, the Issuers, the Swing Loan Lender and the Administrative Agent, each Issuing Bank (ii) (A) New Revolving Credit Lender Addenda (if any), in the form attached hereto as Annex A (the “New Revolving Credit Lender Addendum”), duly executed and delivered by new Lenders whose aggregate Amendment No. 5 Incremental Commitments, together with the Amendment No. 5 Incremental Commitments of certain Consenting Lenders under clause (ii)(B) below, are equal to $400 million (such that the Lenders holding 100% of the pro forma aggregate Amendment No. 5 Incremental Commitments shall have consented to the terms of this Amendment and the extension of the Amendment No. 5 Incremental Period) and (B) Consenting Revolving Credit Lender Consents, in the form attached hereto as Annex B (the “Consenting Revolving Credit Lender Consents”), duly executed and delivered by all of the existing Lenders (the “Consenting Lenders”), and (iii) a Reaffirmation Agreement, in the form attached hereto as Annex C, duly executed and delivered by the Borrower and each BankGuarantor; (b) the Administrative Agent shall have received (i) all fees required legal opinions with respect to be paid by the Borrower pursuant to fee letters executed each Loan Party, dated as of Amendment Effective Date and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower addressed to the Administrative Agent pursuant to Section 10.5 of Agent, the Credit Agreement for which Lenders and the Issuers, in form and substance reasonably detailed invoices have been presented acceptable to the Borrower on or before the date that is one Business Day prior to the date hereofAdministrative Agent; (c) the Administrative Agent shall have received an executed legal opinion(i) a copy of a certificate from the Secretary of State or other applicable office in the jurisdiction of incorporation or organization of each Loan Party attesting to the good standing (or equivalent) of such Loan Party (where such concept is applicable) and (ii) a certificate from the Secretary or Assistant Secretary of each Loan Party, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, Date and (ii) the general counsel or an associate general counsel in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent, certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver the Amendment and any other document required to be delivered by or on behalf of such Loan Party, (B) the articles of incorporation or other equivalent Constituent Document of such Loan Party as in effect on the date of such certification (or, alternatively, certifying that there have been no amendments or other modifications made to such Constituent Document since September 12, 2019), (C) the bylaws or other equivalent Constituent Document of such Loan Party as in effect on the date of such certification (or, alternatively, certifying that there have been no amendments or other modifications made to such Constituent Document since September 12, 2019) and (D) resolutions of such Loan Party’s Board of Directors, sole member, managing member, general partner, or other approving body, as applicable, authorizing the execution, delivery and performance of this Amendment and any other document required to be delivered by, or on behalf of, such Loan Party, in each case as of the Amendment Effective Date; (d) all fees and expenses (including, to the extent invoiced and delivered to the Borrower at least two Business Days prior to the Amendment Effective Date, or such later date as may be agreed by the Borrower in its reasonable discretion, the reasonable and documented fees and expenses of Weil, Gotshal & Xxxxxx LLP) payable in connection with this Amendment or otherwise required to be paid pursuant to the Existing Credit Agreement shall have been paid in full; (e) [Reserved]; (f) the Borrower shall have paid to the Administrative Agent, for the ratable benefit of each Lender that, either by executing a Consenting Revolving Credit Lender Consent or a New Revolving Credit Lender Addendum, will hold, Amendment No. 5 Incremental Commitments immediately after giving effect to the Amendment Effective Date, a closing fee in an amount equal to 0.10% of the aggregate amount of such Lender’s Amendment No. 5 Incremental Commitments on the Amendment Effective Date (outstanding immediately after giving effect to Amendment Effective Date); (g) the Borrower shall have delivered the Borrowing Base Certificate required to be delivered pursuant to Section 6.9(a) of the Existing Credit Agreement, giving effect to this Amendment, for the month ended February 28, 2021 and after giving effect to any Loans or Letters of Credit requested to be made or Issued on the Amendment Effective Date and the use of proceeds thereof, the Revolving Credit Outstandings shall not exceed the Maximum Credit at such time; (h) each of the representations and warranties set forth in Section 5 hereof shall be true and correct as of the Amendment Effective Date; (i) no Default or Event of Default shall have occurred and be continuing as of the Amendment Effective Date; and (j) the Administrative Agent shall have received a certificate dated from a Responsible Officer of the Borrower, certifying the conditions set forth in Sections 3(h) and 3(i) have been satisfied as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in accordance with Section 10.1 of the Credit Agreementtheir sole discretion): (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrowerreceived, the Administrative Agentin immediately available funds, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) for the account of the Lenders (other than the New Lenders), all fees required unpaid interest that is accrued to be paid by but excluding the Borrower pursuant to fee letters executed and delivered by Amendment Effective Date under the Borrower in connection with the Amended Existing Credit Agreement and (ii) to the extent invoiced at least two days prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on hereunder or before the date that is one Business Day prior to the date hereof;under any other Loan Document. (cb) the The Administrative Agent shall have received an executed legal opinionthe following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowerotherwise specified below), in each case reasonably form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by each of the Borrower, the Lenders and the Administrative Agent or (B) 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 parties have signed counterparts of this Amendment; (dii) the Administrative Agent shall have received a certificate dated as Notes requested by any Lender pursuant to Section 2.15(d) of the Amendment Effective Date of the Secretary or Assistant Secretary of Amended Agreement, duly completed and executed by the Borrower certifying and payable to such Lender; (iiii) certified copies of (A) the resolutions of the Board of Directors of the Borrower approving this Amendment (including, without limitation, the extension of the Maturity Date), the Amended Agreement and authorizing the other Loan Documents being executed and delivered in connection with this Amendment to which the Borrower is, or is to be, a party and (B) all documents evidencing any other necessary corporate action with respect to this Amendment (including, without limitation, the extension of the Maturity Date), the Amended Agreement and such other Loan Documents; (iv) good standing certificates with respect to the Borrower issued no earlier than fifteen (15) days prior to the Amendment Effective Date; (v) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which the Borrower is, or is to become, a party and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date, and (C) that there is no Governmental Action required for the due execution, delivery and performance by the Borrower of this Amendment, the Amended Agreement and each other Loan Document being executed and delivered in connection with this Amendment to which the Borrower is, or is to become, a party; (vi) copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the Amendment Effective Date will be deemed to have been delivered under this clause (vi)); (vii) an opinion of Xxxxx Day, special counsel for the Borrower; (viii) a certificate of an Authorized Officer of the Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment (including, without limitation, the extension of the Maturity Date), (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default and (iiB) that all representations and warranties of the Borrower contained in the Amended Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material authorizationsrespects (or, in the case of any such representation or warranty already qualified by “Material Adverse Effect” or any other materiality qualification, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by “Material Adverse Effect” or any other materiality qualification, true and correct in all respects) as of such specific date); (ix) A Notice of Borrowing in respect of the Amendment Effective Date Advances, which shall be irrevocable and binding on the Borrower; and (x) such other certifications, opinions, financial or other information, approvals and consents required to be obtained by documents as the Borrower Administrative Agent or any Lender may have reasonably requested at least one (1) Business Day prior to the Amendment Effective Date Date, all in connection with its execution, delivery form and performance of this Amendment have been obtained and are in full force and effect; andsubstance satisfactory to the Administrative Agent or such Lender (as the case may be). (ec) the conditions precedent set forth in Section 5.3 of the Credit Agreement The Administrative Agent shall have been satisfiedreceived all documentation and information required by 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, to the extent such documentation or information is requested by the Administrative Agent on behalf of any Lender prior to the Amendment Effective Date.

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the first date first written above (the “Amendment No. 1 Effective Date”) when, and only when, each of the following applicable conditions is set forth below have been satisfied (or waived waived) in accordance with Section 10.1 of the Credit Agreement):terms herein: (a) the Administrative Agent this Agreement shall have received counterparts of this Amendment duly been executed and delivered by the BorrowerBorrowers, MVWC, the Administrative Agent, each Issuing Bank and each BankRefinancing Lenders representing (x) 100% of the Refinancing Term Loan Commitments and (y) the Required Lenders; (b) the Administrative Agent shall have received at least three (i3) all fees required Business Days prior to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and Amendment No. 1 Effective Date (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to or such later date as the Administrative Agent pursuant to Section 10.5 of reasonably agrees) all documentation and other information about the Credit Agreement for which Loan Parties as has been reasonably detailed invoices have been presented to the Borrower on or before the date that is one requested in writing at least ten (10) Business Day Days prior to the date hereofAmendment No. 1 Effective Date by the Administrative Agent that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (c) the Administrative Agent shall have received an executed legal opinion, a (i) a certificate of the Borrowers dated as of the Amendment No. 1 Effective Date, which shall (A) certify the resolutions of the board of directors, members or other body authorizing the execution, delivery and performance by MVWC and each Borrower of this Agreement, (B) identify by name and title and bear the signatures of the officers of MVWC and each Borrower authorized to sign this Agreement (or certify that the signatures of such officers previously delivered to the Administrative Agent remain true and correct) and (C) contain appropriate attachments, including the Organization Documents of MVWC and each Borrower certified, if applicable, by the relevant authority of the jurisdiction of organization of such Person (or certify that the Organization Documents of such Person previously delivered to the Administrative Agent remain true and correct) and (ii) a good standing certificate (if relevant) as of a recent date for MVWC and each Borrower from its jurisdiction of organization; (d) the Administrative Agent shall have received a Committed Loan Notice as required pursuant to Section 2.02 of the Existing Credit Agreement; (e) (i) Xxxxx Xxxxx L.L.P., special counsel the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Amendment No. 1 Effective Date with the same effect as though made on and as of such date except to the Borrowerextent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that (A) references to the “Closing Date” and the “Transactions” in Section 5.15 of the Existing Credit Agreement shall be deemed to mean the “Amendment No. 1 Effective Date” and the transactions contemplated by this Agreement, respectively and (B) the representation and warranty in Section 5.13 of the Credit Agreement shall apply to the written information furnished by or on behalf of a Loan Party to any Agent, Lead Arranger or Lender in connection with the transactions contemplated by this Agreement, and (ii) no Default shall exist or would result from the general counsel or an associate general counsel effectiveness of this Agreement and assistant corporate secretary (or its equivalent) the consummation of the Borrowertransactions contemplated by this Agreement; (f) (i) the Administrative Agent shall have received, on behalf of the applicable Persons, all reasonable fees and other amounts due and payable to the Lead Arrangers and the Refinancing Lenders on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 1 Effective Date, reimbursement or payment of all reasonable and documented or invoiced out-of- pocket costs and expenses required to be reimbursed or paid by the Borrowers in connection with this Agreement and (ii) prior to or substantially concurrently with effectiveness of this Agreement, the Borrowers shall have paid to the Administrative Agent in full all accrued and unpaid interest, fees and other amounts then due and payable in respect of the Initial Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date; (g) the Administrative Agent shall have received a written legal opinion from Xxxxxxxx & Xxxxx LLP, counsel to MVWC and the Borrowers, in each case form and substance reasonably satisfactory to the Administrative Agent;; and (dh) the Administrative Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date of the Secretary or Assistant Secretary and executed by a Responsible Officer of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior Representative as to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent matters set forth in Section 5.3 of the Credit Agreement shall have been satisfied3(e) above.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (hereof, upon the “Amendment Effective Date”) when, and only when, satisfaction of each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) A. The receipt by the Administrative Agent shall have received of (i) counterparts of this Amendment Amendment, duly executed and delivered by the Borrower, the Subsidiary Guarantors and the Required Lenders, sufficient in number for distribution to the Administrative Agent, each Issuing Bank Lender and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) counterparts of the BorrowerSubsidiary Guaranty, duly executed by each Subsidiary Guarantor, sufficient in each case reasonably satisfactory number for distribution to the Administrative Agent;, each Lender and the Subsidiary Guarantors. (d) B. The receipt by the Administrative Agent shall of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other duly authorized officers, as the case may be, of each of the Loan Parties as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or other duly authorized officer thereof authorized to act as a Responsible Officer or other duly authorized officer in connection with this Agreement and the other Loan Documents. C. The receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each of the Loan Parties is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified in any such other jurisdiction could not reasonably be expected to have received a Material Adverse Effect. D. The receipt by the Administrative Agent of a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit E of the Credit Agreement and such other matters concerning each of the Loan Parties and the Loan Documents as the Administrative Agent or Required Lenders may reasonably request. E. The receipt by the Administrative Agent of a certificate dated as of a Responsible Officer or other duly authorized officer of each of the Amendment Effective Date Loan Parties either (A) attaching copies of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving all consents, licenses and authorizing approvals required in connection with the execution, delivery and performance by such Loan Party and the Borrower validity against such Loan Party of this Amendment the Loan Documents to which it is a party, and (ii) that all material authorizationssuch consents, licenses and approvals and consents required to shall be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and, or (B) stating that no such consents, licenses or approvals are so required. F. The receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower, certifying (eA) the conditions precedent absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect; (B) there has been no material adverse change (i) in the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2010, or (ii) in the facts and information regarding such Persons as represented by the Borrower on or prior to the date hereof; and (C) no changes or developments have occurred since December 31, 2010 that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. G. The receipt by the Administrative Agent of a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, as of the last day of the fiscal quarter of the Borrower ended on June 30, 2011 (based upon the financial statements for the fiscal quarter ending June 30, 2011), after giving effect to the Indebtedness under the Term Loan Agreement, and any repayment of Indebtedness with the proceeds thereof, evidencing pro forma compliance with each of the financial covenants set forth in Section 5.3 7.11 hereof (assuming such financial covenants were in effect on June 30, 2011), evidencing compliance with each of the Credit covenants set forth in Section 7.11. H. The receipt by the Administrative Agent of evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with insurance binders or other satisfactory certificates of insurance. I. The receipt by the Administrative Agent of satisfactory evidence of the payment of all Indebtedness and other obligations under the 2006 Term Loan Agreement, together with a satisfactory payoff and release letter from the administrative agent thereunder, on behalf of the lenders thereunder, and evidence that the 2006 Term Loan Agreement has been or concurrently with the Closing Date is being terminated and any Liens securing obligations under the 2006 Term Loan Agreement have been or concurrently with the Closing Date are being released, terminated and/or discharged. J. The receipt by the Administrative Agent of evidence satisfactory to the Administrative Agent that the lenders under the Existing Term Loan Agreements and each other instrument of Indebtedness under which consent is necessary, have consented to the Guarantees provided by the Subsidiary Guarantors pursuant to the Subsidiary Guaranty. K. The receipt by the Administrative Agent of such other assurances, certificates, documents or consents as the Administrative Agent or the Required Lenders reasonably may require. L. The Borrower shall have been satisfiedpaid all fees and expenses of the Lender in connection with this Amendment or otherwise outstanding, including, without limitation, the reasonable fees and expenses of legal counsel to the Lender.

Conditions to Effectiveness. This Amendment The parties hereto hereby agree that this Agreement shall become be effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each upon satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent This Agreement shall have received counterparts of this Amendment duly been executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank the Collateral Agent, the Required Lenders, all Lenders whose Commitment is increased upon the effectiveness of this Agreement, the Borrower and each Bank;the other Loan Parties. (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate completed and executed Lender Addendum from each Lender whose Commitment is increased upon the effectiveness of this Agreement. (c) There shall have been delivered to the Administrative Agent and the Collateral Agent such other documents, instruments, agreements, certificates and legal opinions as the Administrative Agent and/or the Collateral Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including all those listed in the Closing Checklist attached hereto as Annex I. (d) The Administrative Agent shall have received, for the account of Lenders whose Commitments are increased on the First Amendment Effective Date, an amendment fee in the amount of $43,750 (to be allocated by the Administrative Agent among such Lenders based on the percentage of the Increased Commitment Amount represented by the amount of increase in the Commitment of each such Lender), which fee, once paid, shall be nonrefundable and shall not be creditable against any other fees payable in connection with the Credit Agreement or the other Loan Documents. (e) The Administrative Agent and the Collateral Agent shall have received all fees payable pursuant to that certain Fee Letter, dated as of the Amendment Effective Date of date hereof, by an among the Secretary or Assistant Secretary of Administrative Agent, the Borrower certifying (i) Collateral Agent and the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andBorrower. (ef) The representations and warranties contained herein shall be true and correct in all respects, and, after giving effect to this Agreement, no Event of Default or Default shall exist on the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfieddate hereof.

Conditions to Effectiveness. This Amendment Agreement shall become effective on and as of the first date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement10.01): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement 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 Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received counterparts (x) customary legal opinions of this Amendment duly executed (i) Wachtell Lipton Xxxxx & Xxxx, New York counsel to the Company and delivered by its Subsidiaries, (ii) Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP, Georgia counsel to the BorrowerCompany and its Subsidiaries and (y) a certificate of a responsible officer of the Company attaching and certifying to Organization Documents of the Company, a good standing certificate of the Company from the jurisdiction of organization of the Company, an incumbency certificate and resolutions, in each case as are customary. (c) The Administrative Agent, each Issuing Bank the Arrangers and each Bank; (b) the Administrative Agent Lenders shall have received (i) all fees required to be paid by under the Borrower pursuant Fee Letters, to fee letters executed the extent payable to the Administrative Agent, the Arrangers and delivered by the Borrower in connection with Lenders or any of their respective Affiliates on or prior to the Amended Credit Agreement Effective Date and (ii) all reasonable out-of-pocket to the extent invoiced at least three (3) Business Days prior to the Effective Date, expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower hereunder on or before the date that is one Business Day prior to the date hereof;Effective Date. (ci) the The Administrative Agent shall have received, at least three (3) Business Days prior to the Effective Date, all documentation and other information regarding the Company that the Administrative Agent or a Lender reasonably determines is required by U.S. regulatory authorities in connection with applicable “know your customer” and Anti-Money Laundering Laws, including the PATRIOT Act, to the extent reasonably requested in writing of the Company at least ten (10) Business Days prior to the Effective Date and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Effective Date, any Lender that has reasonably requested, in a written notice to the Company at least ten (10) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Company shall have received an executed legal opinionsuch Beneficial Ownership Certification. (e) The Arrangers shall have received a written notice from a responsible officer of the Company reducing commitments under the Primary Bridge Facility (as defined in the Bridge Commitment Letter, dated as of May 27, 2019, among the Amendment Effective Date, of (iCompany and the Arrangers) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the $2,066,000,000. The Administrative Agent shall have received a certificate dated as notify the Company and the Lenders of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its executionwriting, delivery and performance of this Amendment have been obtained such notice shall be conclusive and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedbinding.

Conditions to Effectiveness. This Amendment shall become be effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, each of upon which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent have been satisfied: (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agentfollowing, each Issuing Bank of which shall be originals, facsimiles or in portable document format (.pdf), and unless otherwise specified, each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel each in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders: (i) counterparts of this Amendment executed by the Borrower, the Administrative Agent and each Lender and a Note executed by the Borrower in favor of each Lender requesting a Note; (dii) the Administrative Agent shall have received a certificate dated of the chief financial officer of the Borrower (A) attaching the following and certifying that they have been prepared in good faith based upon reasonable assumptions: (I) consolidated balance sheet of Borrower and its Subsidiaries and a consolidated statement of income of the Borrower for the year ended December 31, 2010 and three month period ended June 30, 2011, and (II) calculations demonstrating pro forma compliance with Section 7.11 of the Credit Agreement after giving effect to this Amendment, as of June 30, 2011 based on the financial statements delivered in accordance with the foregoing clause (I); (iii) a solvency certificate from the chief financial officer of the Borrower; (iv) a certificate executed by a Responsible Officer of the Borrower certifying that: (A) after giving effect to this Amendment, there is no conflict with, or default under, any material agreement of the Borrower or any of its Subsidiaries (including any such agreements entered into in respect of Indebtedness), except for such conflicts or defaults as would not reasonably be expected to have a Material Adverse Effect; (B) all representations and warranties set forth in Section 5 of this Amendment are true and correct as of the Amendment Effective Date of prior to and after giving effect to this Amendment; and 004255 000168 HOUSTON 744392.3 (A) from the Secretary or Assistant Secretary an assistant secretary of the Borrower, certificates of resolutions, incumbency and specimen signatures evidencing the identity, authority and capacity of each of the Borrower’s officers who are authorized to act in connection with this Amendment and the other documents delivered pursuant to this Section 6 and/or authorized to deliver requests for Loans pursuant to the Credit Agreement on and after the Amendment Effective Date, (B) documents and certifications evidencing that the Borrower is validly existing and in good standing in the State of Utah, and (C) copies of organizational documents of the Borrower certifying certified by the Secretary or an assistant secretary of the Borrower or a certification that the organizational documents previously delivered to the Administrative Agent in connection with the Credit Agreement are still in full force and effect and have not been amended, modified or waived, in each case as the Administrative Agent may reasonably require; (vi) favorable legal opinions (including an opinion regarding the enforceability of the Credit Agreement as amended by this Amendment) covering such matters as the Administrative Agent may reasonably request; and (b) the Borrower shall have paid, without duplication, (i) to Xxxxx Fargo Securities, LLC, as Arranger (the resolutions “Arranger”), for its own account, the fees and expenses then due and payable to the Arranger, (ii) to the Administrative Agent for the account of the Board of Directors of applicable Lenders, any fees required to be paid to Lenders on or prior to the Borrower approving Amendment Effective Date; and authorizing the execution, delivery (iii) other fees and performance expenses required to be reimbursed or paid by the Borrower pursuant to the Loan Documents, including the reasonable fees and expenses of this Amendment and (ii) that all material authorizationscounsel to the Administrative Agent, approvals and consents required to be obtained by the extent invoiced to the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance Date. Without limiting the generality of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in provisions of the last paragraph of Section 5.3 9.03 of the Credit Agreement Agreement, for purposes of determining compliance with the conditions specified in this Section 6, each Lender shall be deemed to be satisfied with each document delivered to it or other matter required hereunder to be satisfactory to Lenders unless the Administrative Agent shall have been satisfiedreceived notice from such Lender prior to the proposed Amendment Effective Date specifying otherwise.

Conditions to Effectiveness. This Amendment shall become effective as CHAR1\1866229v4 The occurrence of the date first written above (Closing Date and the “Amendment Effective Date”) when, and only when, each effectiveness of this Agreement are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the 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 Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts of this Amendment duly executed and delivered by Agreement from the Borrower, the Lenders and the Administrative Agent, each Issuing Bank and each Bankin the number requested by the Administrative Agent or its legal counsel; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters a Term Loan Note executed and delivered by the Borrower in connection with the Amended Credit Agreement and favor of each Lender requesting such Note; (iiiii) all reasonable out-of-pocket expenses required to be paid by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower to as the Administrative Agent pursuant may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for other Loan Documents to which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofa party; (civ) such documents and certifications as the Administrative Agent shall may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have received an executed legal opiniona Material Adverse Effect; (v) a favorable opinion of Haynsworth Xxxxxxx Xxxx, dated as of the Amendment Effective DateP.A., of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory addressed to the Administrative AgentAgent and each Lender, covering enforceability of the Loan Documents and such other matters to be agreed upon; (dvi) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying either (iA) the resolutions attaching copies of the Board of Directors of the Borrower approving all consents, licenses and authorizing approvals required in connection with the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the validity against the Borrower prior of the Loan Documents to the Amendment Effective Date in connection with its executionwhich it is a party, delivery and performance of this Amendment have been obtained certifying that such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(b) and (c) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements through the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; and (eviii) such other assurances, certificates, documents, consents or opinions as the conditions precedent set forth in Section 5.3 of Administrative Agent or the Credit Agreement Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been satisfiedpaid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested CHAR1\1866229v4 by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower contained in Article V and in any other Loan Document, and those which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default shall exist and be continuing as of the Closing Date. (f) The Lenders shall have received: (i) at least three (3) business days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent requested at least seven (7) days prior to the Closing Date; and (ii) at least three (3) business days prior to the Closing Date, to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Except as set forth below, Section 1 of this Amendment shall become effective as only upon the satisfaction of the date first written above following conditions precedent (the date of satisfaction of such conditions being referred to as the “First Amendment Effective Date”): A. The Borrower, Holdings, the other Guarantors and the Required Lenders shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent. B. The Administrative Agent shall have received a secretary’s certificate of Holdings and the Borrower (i) wheneither confirming that there have been no changes to its organizational documents since November 30, 2007, or if there have been changes to Holdings’ or the Borrower’s organizational documents since such date, certifying as to such changes, and only when(ii) certifying as to resolutions and incumbency of officers with respect to this Amendment and the transactions contemplated hereby. C. The Administrative Agent shall have received the legal opinion of Gxxxxxx Procter LLP, each of counsel to the following conditions is satisfied (or waived Borrower and its Subsidiaries, in accordance form and substance reasonably satisfactory to the Administrative Agent, with Section 10.1 of the Credit Agreement):respect to this Amendment. (a) D. The Lenders and the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel for which the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent agrees it is responsible pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to Agreement, the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrowerfees described in Section 5 below, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) fees set forth in the fee letter of the Borrowereven date herewith), in each case reasonably satisfactory to the Administrative Agent;connection with this Amendment. (d) the Administrative Agent E. The Lenders shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying (i) as to compliance with the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent financial covenants set forth in Section 5.3 7.1 on a pro-forma basis on the First Amendment Effective Date after giving effect to the occurrence of the Credit Agreement Acquisition and the related incurrence of Indebtedness, which certificate shall have been satisfiedinclude calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value.

Conditions to Effectiveness. This First Amendment shall become not be effective as of the date first written above (the “Amendment Effective Date”) when, and only when, until each of the following conditions is satisfied (or waived in accordance with Section 10.1 precedent have been fulfilled to the satisfaction of the Credit Agreement):Administrative Agent: (a) the Administrative Agent a. This First Amendment shall have received counterparts of this Amendment been duly executed and delivered by the BorrowerBorrowers, the Administrative Agent, each Issuing Bank the Collateral Agent and each Bank; (b) the Required Lenders. The Administrative Agent shall have received (i) all fees a fully executed copy hereof and of each other document required hereunder. b. All action on the part of the Borrowers necessary for the valid execution, delivery and performance by the Borrowers of this First Amendment shall have been duly and validly taken. The Administrative Agent shall have received from each of the Borrowers the resolutions authorizing the transactions described herein, certified by its secretary or other appropriate officer to be paid by true and complete. c. The Borrowers shall have reimbursed the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Administrative Agent for all of its reasonable out-of-pocket expenses required incurred in connection herewith, including, without limitation, reasonable attorneys' fees. d. The Borrowers shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders who have entered into this First Amendment on or prior to the effective date hereof (in accordance with their respective Commitments), an amendment fee in an amount equal to 0.05% of the sum of such Lenders' Commitments. Such amendment fee shall be fully earned and paid by the Borrower Borrowers to the Administrative Agent pursuant in full on the effective date of this First Amendment. Such amendment fee shall not be subject to Section 10.5 refund or rebate under any circumstances. e. No Default or Event of the Credit Agreement for which reasonably detailed invoices Default shall have been presented occurred and be continuing. f. The Borrowers shall have provided such additional instruments, documents, and agreements to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall and its counsel may have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedreasonably requested.

Conditions to Effectiveness. This Amendment shall become effective effective, as of the date first written above written, on the date (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: (a) the The Administrative Agent shall have received counterparts a notice from the Parent Borrower for delivery to the Lenders specifying the aggregate amount of this Amendment duly executed the increase in Commitments to be effected hereby and delivered by the Borrower, date the Administrative Agent, each Issuing Bank and each Bank;Parent Borrower proposes such increase to become effective. (b) the The Administrative Agent shall have received duly executed counterparts of this Amendment that, when taken together, bear the signatures of the Administrative Agent, the Parent Borrower and each Augmenting Lender party hereto (iincluding each financial institution becoming party hereto as a Lender). (c) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Parent Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement (in each case as though a Borrowing were being made on such date, with all references in such Section to a Borrowing being deemed to be references to the increase in Commitments effected hereby) as of the Amendment Effective Date. (d) The Administrative Agent shall have received all fees required and other amounts due and payable on or prior to be paid by the Borrower pursuant Amendment Effective Date, including fees, charges and disbursements of counsel and, to fee letters executed and delivered by the Borrower in connection with extent invoiced at least two Business Days prior to the Amended Credit Agreement and (ii) Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under the Borrower Credit Agreement. (e) Prior to or concurrently with the satisfaction of the other conditions set forth in this Section, any and all loans, accrued interest and fees and other amounts invoiced to the Administrative Agent Parent Borrower and owing under the Credit Agreement shall be paid (including such accrued and unpaid participation fees and fronting fees as shall have arisen pursuant to Section 10.5 2.11(b) of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Amendment Effective Date, it being understood that the payment on the Amendment Effective Date of the participation fees and fronting fees accrued under Section 2.11(b) of the Credit Agreement shall discharge the obligation to pay such amount with respect to the period prior to the Amendment Effective Date for the purposes of the payment due under Section 2.11(b) on the third Business Day following March 31, 2012). (cf) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall have received an executed legal opinion, dated as notify the Parent Borrower and the Lenders of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel such notice shall be conclusive and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedbinding.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Second Amendment Effective Date"): A. Required Lenders (as such term is satisfied (or waived defined in accordance with Section 10.1 of the Revolving Credit Agreement): (a) shall have entered into the Revolving Credit Facility Waiver, Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Syndication Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrowercopy thereof, and such Revolving Credit Facility Waiver shall have become effective simultaneously with the effectiveness hereof. B. Borrower shall have executed and delivered to Administrative Agent Allonges to Promissory Notes substantially in the form of Annex II hereto (ii) the general counsel or each, an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower"Allonge"), in duly completed for each case reasonably satisfactory outstanding Term Loan Note. C. Borrower shall have paid to the Administrative Agent;, for distribution to each Approving Lender (as defined in Section 7C hereof), the fees set forth in Section 7C hereof. (d) the D. The Administrative Agent shall have received a certificate certificate, dated as of the Second Amendment Effective Date Date, of the Secretary or Assistant Secretary of the Borrower certifying (i) attaching a true and complete copy of the resolutions of the its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Borrower approving Administrative Agent and authorizing the execution, delivery and performance Syndication Agent) taken by the Borrower of it to authorize this Amendment and the transactions contemplated hereby, and (ii) that all material authorizationssetting forth the incumbency of its officer or officers (including therein the signature specimen of such officer or officers) who may sign this Amendment, approvals any Loan Document or any other document, notice or certificate executed and consents required to be obtained by delivered in connection with any Loan Document.. E. The Administrative Agent shall have received the Borrower prior to opinion of the general counsel of the Borrower, the Guarantors and the Pledgors, dated the Second Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agent and the Lenders, in connection with its execution, delivery form and performance of this Amendment have been obtained substance reasonably satisfactory to the Administrative Agent and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedSyndication Agent.

Conditions to Effectiveness. This Amendment shall become effective as on the date on which all of the date first written above following conditions precedent have been satisfied or waived (the “Second Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the The Administrative Agent shall have received counterparts a counterpart of this Amendment duly executed and delivered by the Parent, Holdings and the Borrower, the Administrative Agent, each Issuing Bank and each Bank;. (b) the The Administrative Agent shall have received an Acknowledgment and Consent, substantially in the form of Exhibit A hereto (i) all fees required to be paid by the Borrower pursuant to fee letters “Acknowledgment and Consent”), duly executed and delivered by the Borrower in connection with and the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Guarantors. (c) the The Administrative Agent shall have received an executed legal opinionLender Consent Letters, dated substantially in the form of Exhibit B hereto (“Lender Consent Letters”), from Lenders constituting not less than the Required Prepayment Lenders (as of defined in the Credit Agreement without giving effect to this Amendment). (d) On or before the Second Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel all corporate and other proceedings taken or to the Borrowerbe taken in connection with this Amendment shall be reasonably satisfactory in form and substance to Administrative Agent and its counsel, and (ii) the general Administrative Agent and such counsel shall have received all such counterpart originals or an associate general counsel and assistant corporate secretary (or its equivalent) certified copies of the Borrower, in each case such documents as Administrative Agent may reasonably satisfactory to the Administrative Agent;request. (de) the The Administrative Agent shall have received a certificate of the Borrower, dated as of the Second Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving Date, in form and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior substance reasonably satisfactory to the Amendment Effective Date Administrative Agent. (f) The Administrative Agent shall have received the legal opinion of Akin Gump Sxxxxxx Hxxxx & Fxxx LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (g) All material governmental and third party approvals necessary in connection with the continuing operations of the Parent, Holdings, the Borrower and its execution, delivery Restricted Subsidiaries and performance of this Amendment the transactions contemplated hereby shall have been obtained and are be in full force and effect; and. (eh) the conditions precedent set forth in Section 5.3 of the Credit Agreement The Administrative Agent shall have received all expenses for which invoices have been satisfiedpresented supported by customary documentation (including reasonable fees, disbursements and other charges of counsel to the Administrative Agent), on or before the Second Amendment Effective Date.

Conditions to Effectiveness. This Section 1 of this Amendment shall become effective as only upon the satisfaction of all of the date first written above following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): A. On or before the First Amendment Effective Date, Borrower shall deliver to Lenders (or to Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) whenthe following, and only wheneach, each unless otherwise noted, dated the First Amendment Effective Date: (i) A good standing certificate of Borrower from the Secretary of State of the following conditions is satisfied (or waived in accordance with Section 10.1 State of Delaware, dated a recent date prior to the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this First Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankEffective Date; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionA certificate, dated as of the First Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the its corporate secretary or an assistant secretary of Borrower, certifying that there have been no changes in its Certificate of Incorporation and (ii) its Bylaws from the general counsel or an associate general counsel form of Certificate of Incorporation and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory Bylaws previously delivered to the Administrative AgentLenders; (diii) the Administrative Agent shall have received a certificate dated as Resolutions of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the its Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsdelivery, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment, certified as of the First Amendment have been obtained and are Effective Date by its corporate secretary or an assistant secretary as being in full force and effecteffect without modification or amendment; (iv) Signature and incumbency certificates of its officers executing this Amendment; and (ev) the conditions precedent set forth in Section 5.3 Executed copies of the Credit Agreement this Amendment executed by Borrower and each Guarantor. B. Lenders shall have been satisfiedreceived an amendment fee equal to $10,000. C. On or before the First Amendment Effective Date, Borrower shall pay to counsel to Agent all outstanding Attorney Costs owing to counsel to Agent (including Attorney Costs incurred in connection with this Amendment). D. On or before the First Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Agent and such counsel, and Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Agent may reasonably request.

Conditions to Effectiveness. This Amendment The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of by the Credit AgreementAdministrative Agent): (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required and other amounts due and payable on or prior to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, and disbursements of outside counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under the Fee Letter and under any agreement with the Administrative Agent or SunTrust Capital Markets, Inc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto; (ii) Revolving Credit Notes payable to each Lender and a Swingline Note payable to the Swingline Lender, in each case duly executed by the Borrower; (iii) the Subsidiary Guaranty Agreement, duly executed by the Material Domestic Subsidiaries and acknowledged by the Borrower; (iv) the Security Agreement duly executed by all Loan Parties, together with (A) the Perfection Certificate duly completed and executed by the Borrower with respect to the Borrower and its Material Domestic Subsidiaries, (B) UCC financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as reasonably requested by the Administrative Agent in order to perfect such Liens, duly authorized or executed (as appropriate) by all Loan Parties, (C) except as permitted by Section 5.13(c), copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of all Loan Parties reasonably requested by the Lenders, (1) indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances or Liens permitted by Section 7.2(f), or (2) accompanied by such UCC termination statements (or authorization for the Administrative Agent to file such UCC amendments or termination statements), and such other cancellations and releases reasonably requested by the Administrative Agent to release all Liens other than Permitted Encumbrances on any Collateral and Liens permitted by Section 7.2(f); and (D) duly executed Collateral Access Agreements with respect to locations leased or under the control of third parties at which Inventory to be included within the Borrowing Base is located; (v) the Domestic Pledge Agreement, duly executed by all Loan Parties that own or hold Capital Stock of a Material Domestic Subsidiary, and the Cayman Pledge Agreement duly executed by JLG International and the Borrower, together with (A) original certificates, if any, evidencing the issued and outstanding shares of Capital Stock of the Loan Parties pledged to the Administrative Agent pursuant thereto, and (B) stock powers or other appropriate instruments of transfer executed in blank with respect to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofsuch certificates; (cvi) Patent Security Agreements and Trademark Security Agreements, each dated the Closing Date and executed by each Loan Party that owns Patents and Trademarks, as applicable; (vii) except as set forth on Schedule 5.13, the Bank Account Control Agreements and Investment Control Agreements with respect to all deposit accounts, securities, securities entitlements, other financial assets held in a securities account, commodity account, and commodity contracts of the Loan Parties; (viii) the Intercreditor Agreement, duly executed by the Lenders, the lender providing the Pari Passu Credit Facility, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, Citizens Bank of Pennsylvania and the Borrower; (ix) a certificate of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of (A) its bylaws, partnership agreement, limited liability company operating agreement, or comparable organizational documents, (B) resolutions of its board of directors or other governing body, as applicable, approving the execution, delivery and performance of the Loan Documents to which it is a party, and (C) certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (x) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation and a failure to be so qualified would not reasonably be expected to result in a Material Adverse Effect; (xi) favorable written opinions of in-house counsel to the Loan Parties, Covington & Burling, outside counsel to the Loan Parties, and Xxxxxx Xxlanxx xxxxsel to the Administrative Agent, in each case addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall have received an reasonably request; (xii) a certificate, dated the Closing Date and signed by a Responsible Officer, certifying that immediately before and after giving effect to the initial Revolving Loans hereunder, (A) no Default or Event of Default exists and (B) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct, (xiii) if the Borrower wishes to make a Borrowing on the Closing Date, Notice of Borrowing and a funds disbursement agreement, duly executed legal opinion, by the Borrower; (xiv) Borrowing Base Certificate dated as of the Amendment Effective Closing Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to duly executed by the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) chief financial officer of the Borrower, demonstrating that after giving effect to the Revolving Loans to be made on the Closing Date, the Borrowing Availability is at least $25,000,000; (xv) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in each case connection with the execution, delivery, performance, validity and enforceability of the Loan Documents, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect, and all applicable waiting periods shall have expired; (xvi) certificates of insurance issued on behalf of insurers of the Loan Parties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Loan Parties, naming the Administrative Agent as additional insured and loss payee, as appropriate, together with a separate loss payable endorsement in favor of the Administrative Agent, executed by the insurance carrier(s) providing all such property and casualty insurance; (xvii) a field audit of all Accounts and Inventory of the Loan Parties (other than Accounts and Inventory of JLG OmniQuip, Inc. and its Subsidiaries), completed by auditors selected by the Administrative Agent in consultation with the Borrower, the results of which shall be in form and substance reasonably satisfactory to the Administrative Agent; (dxviii) the Administrative Agent shall have received a certificate dated as certified copy of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date documents executed in connection with its executionthe Pari Passu Credit Facility, delivery which shall be on terms and performance of this Amendment have been obtained and are in full force and effectconditions reasonably acceptable to the Administrative Agent; and (exix) evidence that all Indebtedness outstanding under the conditions precedent set forth in Section 5.3 of the Existing Credit Agreement shall has been repaid in full, and the Existing Credit Agreement and all commitments to lend thereunder have been satisfiedterminated (except for indemnification obligations that by their terms survive termination).

Conditions to Effectiveness. This Amendment shall not become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, until Lender has received each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):following: (a) the Administrative Agent shall have received duly executed and delivered counterparts of this Amendment duly executed by Lender and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankBorrowers; (b) evidence that the Administrative Agent shall execution, delivery, and performance of this Amendment, the ECF Loan, the Indenture Amendment, and Mortgage Amendments have received (i) been duly authorized by all fees required to be paid by necessary corporate action on the Borrower pursuant to fee letters executed and delivered by the Borrower part of Borrowers, including certified copies of resolutions adopted in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereoftherewith; (c) the Administrative Agent shall have received an executed legal opinion, dated as copies of the Amendment Effective Dateexecuted consents, of (i) Xxxxx Xxxxx L.L.P.if any, special counsel required by the Indenture, any Eligible Credit Facility, or any other agreement to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agentwhich any Borrower is a party; (d) the Administrative Agent shall have received a certificate dated as copies of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving all executed documents entered into and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date delivered in connection with the ECF Loan; (e) copies of the executed Indenture Amendment and Mortgage Amendments; (f) a copy, including acknowledgment, of executed Exhibit A to the Intercreditor Agreement pursuant to which the ECF Party under the ECF Loan appoints the Collateral Agent under the Intercreditor Agreement to act on its executionbehalf; (g) a copy of the certificate referred to in the definition of Eligible Credit Facility under the Intercreditor Agreement, delivery and performance of this Amendment have been obtained and are in full force and effectwhich certificate shall be from ARG to the Collateral Agent under the Intercreditor Agreement; and (eh) the conditions precedent set forth in Section 5.3 of the Credit Agreement Borrowers shall have been satisfiedpaid Lender a waiver and consent fee in the aggregate amount of $50,000, which fee shall be nonrefundable and shall be deemed fully earned on the date paid.

Conditions to Effectiveness. This 2.1 Section 1 of this Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being the Credit Agreement):“Effective Date”) (a) the Administrative Agent shall have received counterparts 2.1.1 Certified copies of this Amendment duly executed and delivered its constitutional documents, each certified by the Borrowerappropriate governmental officer in its jurisdiction of organization if applicable, the Administrative Agentand otherwise by its Secretary, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the dated a recent date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, . 2.1.2 Resolutions of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Effective Date by its corporate secretary as being in full force and effect without modification or amendment. 2.1.3 Signature and incumbency certificates of its officers executing this Amendment. 2.1.4 Executed copies of this Amendment, executed and delivered by the Borrower Borrower 2.1.5 Executed copies of an amendment to the Account Control Agreement, in form and substance satisfactory to the Issuer, updating Exhibit A thereto to conform to the applicable percentages for OECD Governmental Bonds, MBS Securities and Corporate Bonds in the definition of Adjusted Collateral Value as amended hereby and such other charges to conform to the Credit Agreement as Issuer may reasonably request. 2.1.6 Receipt of any required regulatory approvals from any Governmental Authority with respect to the transactions contemplated by the Amendment. 2.1.7 A favorable legal opinion of Bermuda counsel to the Borrower, as to the due execution and authorization of this Amendment and (ii) that all material authorizations, approvals and consents required the amendment to be obtained the Account Control Agreement by the Borrower prior Borrower, and such other opinions as Issuer may reasonably request. 2.1.8 Payment of an amendment fee in the amount of $55,000 in immediately available funds to Issuer and payment of all reasonable legal fees and expenses of Axxxx & Oxxxx LLP, counsel to the Amendment Effective Date Issuer, in connection with its execution, delivery the preparation and performance closing of this Amendment Amendment, to the extent invoiced on or before the Closing Date. 2.1.9 Such other documents as the Issuer or its counsel may have been obtained and are reasonably requested in full force and effect; and (e) connection with the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedtransactions contemplated hereby.

Conditions to Effectiveness. This Amendment No. 1 shall become effective as of the date first written above hereof (the “Amendment Effective Date”), subject to the satisfaction (or waiver by the Administrative Agent and the Lenders) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by A. the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) Lender party hereto shall have indicated their consent hereto by the execution and delivery of the signature pages hereof to the Administrative Agent shall have received (i) all fees required to be paid Agent, and, in the case of Spirit REIT, by the Borrower pursuant to fee letters executed execution and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower delivery to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented signature page to the Borrower on or before the date that is one Business Day prior Reaffirmation of Guaranty attached to the date hereofthis Amendment No. 1; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) B. the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying and Spirit REIT (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the executioneither confirming that there have been no changes to their organizational documents since November 17, delivery and performance by the Borrower of this Amendment 2022, or if there have been changes to their organizational documents since such date, certifying as to such changes, and (ii) that certifying as to authorization, good standing and incumbency of officers with respect to this Amendment No. 1 and the transactions contemplated hereby; C. the Administrative Agent shall have received all material authorizationsreasonable, approvals documented out-of-pocket costs and consents required to be obtained by expenses incurred in connection with this Amendment No. 1 for which the Borrower is responsible pursuant to Section 13.2 of the Credit Agreement and for which invoices have been presented at least one Business Day prior to the Amendment Effective Date (including the reasonable fees and expenses of legal counsel to the Administrative Agent for which the Borrower agrees it is responsible pursuant to Section 13.2 of the Credit Agreement); DB1/ 137577566.6 D. the Borrower shall have paid to the Administrative Agent for the benefit of each Lender a consent fee in connection with its execution, delivery and performance an amount equal to 0.08% of the portion of such Xxxxxx's Term Loan Commitment for which the Scheduled End Date has been extended pursuant to this Amendment No. 1 (which, for the avoidance of doubt, shall be limited to Term Loan Commitments of $200,000,000 in the aggregate) payable on the Amendment Effective Date; E. each of the representations and warranties made or deemed made by the Borrower in the Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date hereof with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been obtained true and are correct in full force all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and effectcorrect in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Amended Credit Agreement; and (e) F. no Default or Event of Default has occurred and is continuing on the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAmendment Effective Date after giving effect thereto.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, when each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: (a) the The Administrative Agent (or its counsel) shall have received counterparts from (i) Lenders constituting the Required Lenders (it being understood that clause (ii) of the proviso of the definition of “Required Lenders” does not apply) and (ii) each of the other parties hereto, a counterpart of this Amendment duly executed signed on behalf of such party. (b) All corporate and delivered by other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Borrower, Administrative Agent. (c) The representations and warranties in Section 2 of this Amendment shall be true and correct. (d) The Borrower shall have paid a consent fee (the “Consent Fee”) to the Administrative Agent, each Issuing Bank and each Bank; for the ratable account of the Applicable Lenders (b) the Administrative Agent shall have received as defined below), equal to (i) all fees 0.50% of the aggregate outstanding principal amount of Term Loans of the Applicable Lenders, after giving effect to the prepayment required under Section 3(e) of this Amendment, plus (ii) 0.50% of the aggregate amount of Revolving Credit Commitments of the Applicable Lenders. “Applicable Lender” shall mean each Lender that has delivered an executed counterpart of this Amendment prior to be paid 12:00 noon, New York City time, on December 24, 2008 or such later date and time specified by the Borrower pursuant to fee letters executed and delivered by the Borrower notified in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower writing to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to Lenders by the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become effective as The Administrative Agent, the Required Lenders and the Loan Parties agree that the extension of the date first written above (forbearance obligations of the “Amendment Effective Date”) when, Administrative Agent and only when, the Lenders under the Forbearance Agreement shall be effective upon the satisfaction of each of the following conditions is satisfied precedent, each in form and substance satisfactory to the Administrative Agent, no later than November 15, 2010 (or waived in accordance with Section 10.1 of the Credit Agreement“First Amendment Effective Date”): (a) The Loan Parties, the Required Lenders and the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, to the Administrative Agent, each Issuing Bank and each Bank;Agent this Amendment. (b) The applicable Subsidiaries of the Administrative Agent Loan Parties shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionentered into amendments, dated as of the Amendment Effective Datewaivers, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary forbearances (or its equivalentextensions thereof) of the Borrower, in each case or other modifications reasonably satisfactory to the Administrative Agent; Agent of each loan agreement evidencing the existing Indebtedness of such Subsidiaries of the Loan Parties described on Schedule 7.02 of the Credit Agreement and any other material Indebtedness of such Subsidiaries (dincluding, without limitation, the various loan agreements among certain Subsidiaries of Holdings and The Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) Ltd., Credit Suisse, AIG Commercial Equipment Finance, Inc, Commerzbank AG and Berenberg Bank) deferring, forbearing or continuing to defer or forbear any rights with respect to the failure to make any payments of principal due under such loan agreements and any other applicable defaults (including cross-defaults and defaults under any minimum liquidity covenants contained therein) under such loan agreements to a date which is no earlier than the Forbearance Termination Date (as hereby amended), and the Administrative Agent shall have received a certificate dated as signed Officer’s Certificate, certified by a duly authorized officer of Holdings to be true and complete, attaching true, correct and complete fully executed copies of each such amendment, waiver, forbearance (or extension thereof) and modification to each such loan agreement. (c) The Administrative Agent shall have received evidence that all corporate action necessary for the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving valid execution and authorizing the execution, delivery and performance by the Borrower Loan Parties of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment the transactions contemplated hereby and thereby shall have been obtained taken. (d) The Administrative Agent shall have received, for its own account and are the pro rata account of each other Lender executing this Amendment, a forbearance fee in full force an amount equal to five (5) basis points on aggregate amount of all outstanding Loans and effect; andLetters of Credit of all Lenders executing this Amendment. (e) The Administrative Agent shall have received payment for the conditions precedent set forth fees, and expenses including, without limitation, fees and expenses incurred by their counsel and their restructuring advisors and other consultants, for which invoices or estimates therefor have been provided to the Loan Parties on or prior to the First Amendment Effective Date. (f) The representations and warranties of each of the Loan Parties in Section 5.3 of the Credit Agreement and the other Loan Documents shall be true and correct as of the First Amendment Effective Date, except with respect to the occurrence of the Specified Defaults referred to herein and to the extent that any of such representations and warranties relate by their terms to a prior date they shall be true and correct as of such prior date. (g) There shall have been satisfiedoccurred no Default or Event of Default other than the Specified Defaults.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the satisfaction of all of the date first written above following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”) when): A. On or before the Second Amendment Effective Date, and only when, each of the following conditions is satisfied Borrower shall deliver to Lenders (or waived in accordance to Agent for Lenders with Section 10.1 of the Credit Agreement): (asufficient originally executed copies, where appropriate, for each Lender and its counsel) the Administrative Agent shall have received counterparts of this following, each, unless otherwise noted, dated the Second Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Effective Date: (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionA certificate, dated as of the Second Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the its corporate secretary or an assistant secretary of Borrower, certifying that there have been no changes in its Certificate of Incorporation and its Bylaws from the form of Certificate of Incorporation and Bylaws previously delivered to Lenders (or attaching copies of any such amendments or other modifications); (ii) the general counsel or an associate general counsel and assistant corporate secretary (or Resolutions of its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsdelivery, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are the transactions contemplated hereby, certified as of the Second Amendment Effective Date by its corporate secretary or an assistant secretary as being in full force and effect; andeffect without modification or amendment; (eiii) Signature and incumbency certificates of its officers executing this Amendment; (iv) Executed copies of this Amendment executed by Borrower and each Guarantor; (v) A Certificate of a Responsible Officer of Borrower to the effect that each of the conditions precedent set forth in Section 5.3 3 of the Credit Agreement shall this Amendment have been satisfied; B. On or before the Second Amendment Effective Date, Borrower shall pay to counsel to Agent all outstanding Attorney Costs owing to counsel to Agent (including Attorney Costs incurred in connection with this Amendment) to the extent invoiced prior to the date hereof; provided, however, Borrower’s obligation under this Section 3(B) shall not exceed $7,500. C. Borrower shall pay to each Lender executing this Amendment on or before the Second Amendment Effective Date, by 5:00 PM, California time, on the Second Amendment Effective Date, the amendment fee set forth in that certain letter agreement, dated as of the date hereof, by and among Borrower and the lenders party thereto.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date first written above (the “Amendment Effective Date”) when, and only when, each of Business Day on which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received counterparts of (i) this Amendment executed by the Borrower and the Required Lenders and (ii) the consent attached hereto executed by each Subsidiary Guarantor. (b) The Administrative Agent and the Collateral Agent shall have received a fully executed copy of the Amended and Restated Intercreditor Agreement. (c) The Administrative Agent shall have received counterparts a certificate of a Responsible Officer of the Borrower certifying as follows: (i) that attached thereto is a true and correct copy of the amended and restated credit agreement and each other loan document entered into in connection with the ABL Refinancing; and (ii) that both before and after giving effect to this Amendment duly executed and delivered by the Borrowerother matters contemplated hereby, including the Administrative AgentABL Refinancing, each Issuing Bank (A) the representations and each Bank;warranties of the Borrower and the Subsidiary Guarantors contained in Article V of the Credit Agreement as amended hereby and the other Loan Documents are true and correct in all material respects on and as of the Effective Date, (except to the extent such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct as of such earlier date) and (B) no Default or Event of Default exists. (bd) The Administrative Agent and the Administrative Collateral Agent shall have received (i) all fees required to be paid by the Borrower amounts due and payable pursuant to fee letters executed and delivered by the Borrower in connection with Loan Documents, including, to the Amended Credit Agreement and (ii) all extent invoiced, reimbursement or payment of such portion of the reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Shearman & Sterling LLP) as is required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on Loan Parties hereunder or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedunder any Loan Document.

Conditions to Effectiveness. This Extension Agreement and Amendment shall become be effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) provided that the Administrative Agent shall have received counterparts received (a) Counterparts of this Extension Agreement and Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Borrower and each Bank;Required Lenders (which may be by telecopy or other electronic transmission), (b) A certificate of a Responsible Officer of the Administrative Agent shall have received Borrower, (i) all fees required certifying as to the incumbency and specimen signature of the Responsible Officer who executes this Extension Agreement and Amendment, (ii) certifying (1) that attached to such certificate is a are true and complete copy of each of the certificate of limited partnership and limited partnership agreement of Borrower, neither of which have been further amended or modified, and each of which remains in full force and effect, and (2) that the certificate of formation and limited liability company agreement of the Delegate, copies of which were attached as Annex B to the Corporate Secretary’s Certificate (the “Prior Certificate”) dated September 26, 2011 delivered by the Delegate in connection with the closing of the Credit Agreement, have not been amended or modified and remain in full force and effect, (iii) certifying that attached to such certificate is a true and complete copy of the resolutions adopted by the board of directors of the Delegate that authorize the extension of the Scheduled Maturity Date as herein set forth and such resolutions have not been amended, modified, revoked or rescinded and remain in full force and effect, (iv) certifying that the Delegation of Control Agreement among the Borrower, Enbridge Management, and Enbridge Energy Company, Inc. dated as of October 17, 2002 and the amendment thereto dated February 21, 2005 attached as Annex E to the Prior Certificate, have not been amended or modified and remain in full force and effect, and (c) Fees, for the account of each Extending Lender, in an amount agreed to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower letter addressed to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment dated August 20, 2014 requesting the Extension and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent amendment set forth in Section 5.3 of the Credit Agreement shall have been satisfied3 above.

Conditions to Effectiveness. This Amendment Upon the satisfaction of each of the following conditions, this Agreement shall become be deemed to be effective (with the provisions in paragraphs 1, 2 and 3 above effective in the order provided therein) as of the date first written above hereof (the date of satisfaction of such conditions, the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received received: (i) counterparts of (A) this Amendment duly Agreement (including Schedule B hereto setting forth utilizations, as of the Effective Date after giving effect to all transactions contemplated by this Agreement to occur on such date, with respect to each of the permitted additional amounts (i.e., baskets) set forth in Sections 6.2(d), (e) and (f) of the Credit Agreement) executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank the Required Lenders and the Borrower, (B) the Guaranty Agreement executed by the Replacement Administrative Agent and each BankGuarantor, and (C) the Agent Replacement Agreement; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of responsible officers of the Loan Parties as the Replacement 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 Agreement and the other Loan Documents (as defined in the Amended Credit Agreement) to which such Loan Party is a party; (iii) such documents and certifications as the Replacement Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in Delaware, Michigan and Illinois; (iv) a favorable opinion of Xxxxxx Xxxxxxxx, counsel to each of the Loan Parties, addressed to the Replacement Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Replacement Administrative Agent or the Required Lenders may reasonably request; (v) completed requests for information, dated on or before the Effective Date, listing all effective financing statements filed in all jurisdictions that the Replacement Administrative Agent may deem necessary or desirable in order to perfect Liens on assets of any Loan Party that name any Loan Party as debtor, together with copies of such other financing statements; (vi) such other instruments, documents and certificates as the Administrative Agent shall reasonably request in connection with the execution of this Agreement; (b) the Borrower shall have paid to the Replacement Administrative Agent, for the account of each Continuing Lender (including Bank of America), an extension fee on the aggregate principal amount of all Extended Commitment Amounts, as separately agreed among the Borrower, the Replacement Administrative Agent and the various Continuing Lenders; (c) the Borrower shall have received issued convertible senior notes due 2012 (the “Convertible Notes”) pursuant to that certain Indenture dated as of September 23, 1999 between the Borrower and The Bank of New York Trust Company, N.A., as trustee, and a supplemental indenture thereto, all on terms and conditions reasonably satisfactory to the Replacement Administrative Agent and the Continuing Lenders; (d) the Borrower shall have paid (i) all fees required to be paid by to the Borrower pursuant to fee letters executed Replacement Administrative Agent and delivered by the Borrower new Joint Lead Arrangers (as provided in connection with paragraph 3(d) above) on or before the Effective Date, including amounts set forth in the Fee Letters (as defined in the Amended Credit Agreement Agreement), and (ii) all fees, charges and disbursements of counsel to the Replacement Administrative Agent (directly to such counsel if requested by the Replacement 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 out-of-pocket expenses required estimate of such fees, charges and disbursements incurred or to be paid incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Replacement Administrative Agent). For purposes of determining compliance with the conditions specified in this paragraph 4, each Lender that has signed this Agreement shall be deemed to the Administrative Agent pursuant have consented to, approved or accepted or to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented be satisfied with, each document or other matter required thereunder to the Borrower on be consented to or before the date that is one Business Day prior approved by or acceptable or satisfactory to the date hereof; (c) a Lender unless the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower notice from such Lender prior to the Amendment proposed Effective Date in connection with specifying its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement"Sixth Amendment Effective Date"): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on A. On or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Sixth Amendment Effective Date, Company and the Guarantors shall have delivered to Administrative Agent executed copies of (i) Xxxxx Xxxxx L.L.P.this Amendment. B. On or before the Sixth Amendment Effective Date, special counsel Administrative Agent and Requisite Lenders shall have delivered to the Borrower, and (ii) the general counsel Administrative Agent an executed original or an associate general counsel and assistant corporate secretary (telefacsimile of a counterpart of this Amendment or its equivalent) shall have orally confirmed to Administrative Agent that such Lender agreed to all of the Borrowerterms and conditions of this Amendment, in each case reasonably satisfactory to as set forth herein. C. On or before the Administrative Agent; (d) the Administrative Agent Sixth Amendment Effective Date, Company shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions delivered Resolutions of the Board of Directors of the Borrower Company approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsAmendment, approvals and consents required to be obtained by certified as of the Borrower prior to the Sixth Amendment Effective Date in connection with by its execution, delivery and performance of this Amendment have been obtained and are corporate secretary or an assistant secretary as being in full force and effect; and effect without modification or amendment and shall have delivered an Officer's Certificate in form and substance satisfactory to the Administrative Agent certifying that the Subordinated Indebtedness contemplated to be issued will be issued in compliance with subsections 6.1 (evi), 6.1 (viii) the conditions precedent set forth in Section 5.3 and 6.1(xii) of the Credit Agreement Agreement. D. On or before the Sixth Amendment Effective Date, Administrative Agent shall have been satisfied.received for distribution to each Lender consenting to this Amendment in accordance with its Pro Rata Share under the Credit Agreement a non-refundable amendment fee equal to 0.05% of the sum of such Lender's (i) Revolving Loan Exposure, (ii) Existing Term Exposure, (iii) Tranche A Exposure, (iv) Tranche B Exposure and (v) Tranche D Exposure, in effect as of the date hereof

Conditions to Effectiveness. This Amendment shall become effective as Upon the satisfaction or waiver of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied conditions, this Agreement shall be deemed to be effective (or waived in accordance with Section 10.1 the date of such satisfaction, the Credit Agreement“Effective Date”): (a) the Administrative Agent shall have received counterparts of this Amendment duly Agreement executed and delivered by the Administrative Agent and the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters an executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to written authorization directing the Administrative Agent pursuant to Section 10.5 of execute this Agreement on its behalf (each, an “Authorization”) from the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofLenders constituting Required Lenders; (c) the Administrative Agent shall have received an executed legal opinion, dated as counterparts of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, Acknowledgment and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in Reaffirmation attached hereto executed by each case reasonably satisfactory to the Administrative AgentSubsidiary Guarantor; (d) the Borrower shall have paid to the Administrative Agent shall have received a certificate dated as (or its applicable affiliate), for the account of each Lender (including Xxxxx Fargo) that executes and delivers an Authorization to the Administrative Agent (or its counsel) on or prior to 5:00 p.m. (Eastern Time) on January 29, 2015, an amendment fee in an amount equal to .05% of the Amendment Effective Date sum of the Secretary or Assistant Secretary Revolving Credit Commitments and outstanding Term Loans of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effecteach such Lender; and (e) each of the conditions precedent set forth Administrative Agent and Xxxxx Fargo Securities, LLC shall have been paid or reimbursed for all fees and reasonable and documented out-of-pocket costs and expenses incurred by it or its Affiliates in connection with this Agreement, including, without limitation, the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and its Affiliates. Without limiting the generality of the provisions of the last paragraph of Section 5.3 9.03 of the Credit Agreement Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has executed an Authorization shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have been satisfiedreceived notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “First Amendment Effective Date”) when, and only when, each upon the satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) the The Administrative Agent shall have received executed counterparts of this Amendment duly executed Amendment, from each of the Borrower and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankLenders; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate dated as copy of the Amendment Effective Date certificate of incorporation (or comparable constitutive document) of the Secretary Borrower, together with all amendments thereto, certified by the Secretary, Assistant Secretary, or Assistant Secretary other appropriate officer of the Borrower certifying Borrower, and a certificate of good standing, certified by the appropriate governmental officer of its jurisdiction of organization, together with a copy, certified by a Responsible Officer of the Borrower, as applicable, of its by-laws (ior any comparable constitutive laws, rules or regulations) and of the resolutions of the Board finance committee of Directors the board of directors of the Borrower approving and authorizing the executionexecution of this Amendment, delivery and performance an incumbency certificate, executed by a Responsible Officer the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign this Amendment; (c) The Administrative Agent shall have received a fully executed copy of this Amendment and (ii) that all material authorizationsthe 2028 Revolving Credit Agreement, approvals and consents required to which shall be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; (d) There shall not have occurred since January 28, 2023 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (e) The Administrative Agent shall have received the payment of all fees and expenses required to be paid under the Commitment Letter and Fee Letter, each dated April 12, 2023 (including, without limitation, fees, charges and disbursements of counsel to the Administrative Agent); and (ef) At least three (3) Business Days prior to the conditions precedent set forth First Amendment Effective Date, all documentation and other information about the Borrower that is 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 requested in Section 5.3 of writing by any Lender at least 10 business days prior to the Credit Agreement First Amendment Effective Date shall have been satisfiedprovided to the requesting Lenders.

Conditions to Effectiveness. This Amendment shall become be effective as of the date first written above on which all of the following conditions are satisfied (such date, the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts receives a counterpart of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bankparty hereto; (b) the Administrative Agent shall have received receives certificates (ilong form) all fees required to be paid issued by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower Secretary of State of Delaware, as of a recent date, as to the Administrative Agent pursuant to Section 10.5 legal existence and good standing of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofSanmina; (c) the Administrative Agent shall have received an executed legal opinion, dated as receives a certificate of the Amendment Effective Date, Secretary or Assistant Secretary of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) Sanmina certifying attached copies of the Borrowercertified organizational documents of Sanmina and all documents evidencing necessary corporate action to be taken by and governmental approvals, if any, to be obtained by Sanmina with respect to this Amendment to which it is a party and the names and true signatures of the incumbent officers of Sanmina authorized to sign this Amendment and any other future Transaction Documents to be delivered by it. hereunder or thereunder or in each case reasonably satisfactory to the Administrative Agentconnection herewith or therewith; (d) the Administrative Agent shall have received receives a certificate Certification of Beneficial Owner(s) for each of the Seller, the Servicer and the Guarantor and such other documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (e) each of Xxxxx and BOW receives a reliance letter from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”) confirming that Xxxxx and BOW, as Buyers under the Receivables Purchase Agreement, are entitled to rely upon the following opinions of WSGR delivered under and in connection with the Receivables Purchase Agreement: (i) that certain true sale opinion, dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the executionMarch 26, delivery and performance by the Borrower of this Amendment 2018, and (ii) that all material authorizationscertain enforceability opinion, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its executiondated as of March 26, delivery and performance of this Amendment have been obtained and are in full force and effect2018; and (ef) the conditions precedent set forth Administrative Agent and the Buyers receive evidence that Sanmina Corporation has delivered a certificate executed by it and acknowledged by the trustee under the Indenture in accordance with Section 5.3 of the Credit Agreement shall have been satisfied1013(a)(3) thereof.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above on October 4, 2019 (the “Amendment Effective Date”) when, and only when, upon satisfaction of each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by signature pages hereto from the Borrower, the Subsidiary Guarantors, the Administrative Agent, each Issuing Bank Agent and each Bank;the Required Lenders. (b) On and as of the Effective Date, after giving effect to this Amendment, (i) each of the representations and warranties set forth in the Credit Agreement and each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), (ii) to the best knowledge of the Borrower, the information included in any Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Amendment is true and correct in all material respects and (iii) no Default or Event of Default shall have occurred and be continuing. The Borrower’s execution hereof shall be deemed a certification as to the satisfaction of this condition (b). (c) The Administrative Agent shall have received (i) all fees required to be paid by as separately agreed between the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement Administrative Agent, and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to or reimbursed under Section 10.5 10.03(a) of the Credit Agreement for which reasonably detailed invoices have been presented to received by the Borrower on or before the date that is one at least two Business Day Days prior to the date hereof;Effective Date. (cd) the The Administrative Agent shall have received received, for the account of each Required Lender party hereto, on the Effective Date, an executed legal opinion, dated upfront fee in an amount equal to 0.20% of the sum of such Required Lender’s Term Loan and Revolving Credit Commitment as of the Amendment Effective Date. Such fee will be in all respects fully earned, due and payable on the Effective Date and non-refundable and non-creditable thereafter. (e) The Administrative Agent shall have received, (i) at least five days prior to the Effective Date, of (i) Xxxxx Xxxxx L.L.P.all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, special counsel including the Patriot Act, to the Borrower, extent requested in writing of the Borrower at least ten days prior to the Effective Date and (ii) to the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of extent the BorrowerBorrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in each case reasonably satisfactory a written notice to the Administrative Agent; (d) Borrower at least ten days prior to the Administrative Agent Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received a certificate dated as such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of condition set forth in this Amendment and clause (ii) that all material authorizations, approvals and consents required shall be deemed to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied).

Conditions to Effectiveness. This Amendment Agreement and the Increased Commitments shall become be effective on and as of the date first written above (the “Amendment Increase Effective Date”) when, and only when, each of on which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):shall have been satisfied: (a) the The Administrative Agent shall have received counterparts from each party hereto either (i) an original counterpart of this Amendment duly executed and Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement (followed promptly by original counterparts to be delivered by the Borrower, to the Administrative Agent, each Issuing Bank and each Bank;). (b) the Administrative Agent The Lenders shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 satisfactory opinions of the Credit Agreement for which reasonably detailed invoices have been presented counsel to the Borrower on or before and the date that is one Business Day prior to Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of this Agreement) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the date hereof;Increasing Lenders shall reasonably require. (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate of the Borrower dated as of the Amendment Increase Effective Date signed by a Responsible Officer of the Secretary or Assistant Secretary Borrower, (A) certifying that the representations and warranties contained in Article III of the Borrower Credit Agreement and in the other Loan Documents are true and correct in all respects on and as of the Increase Effective Date, (B) certifying that no Default exists and (iC) the certifying and attaching a true and complete copy of resolutions of duly adopted by the Board of Directors of the Borrower approving and authorizing the executionincrease in Revolving Credit Commitments contemplated hereby and certifying that such resolutions have not been modified, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained rescinded or amended and are in full force and effect; and. (ed) The Administrative Agent shall have received for the conditions precedent set forth account of each Increasing Lender payment in Section 5.3 cash of an upfront fee in an amount equal to 0.25% of such Increasing Lender’s Increased Commitment (such fee to be fully earned when paid), together with payment of all other fees and amounts then due and owing under the Credit Agreement shall have been satisfiedAgreement, including, to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by the Borrowers thereunder.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in accordance with Section 10.1 of the Credit Agreementtheir sole discretion): (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrowerreceived, the Administrative Agentin immediately available funds, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) for the account of the Lenders (other than the New Lenders), all fees required unpaid interest that is accrued to be paid by but excluding the Borrower pursuant to fee letters executed and delivered by Amendment Effective Date under the Borrower in connection with the Amended Existing Credit Agreement and (ii) to the extent invoiced at least two days prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on hereunder or before the date that is one Business Day prior to the date hereof;under any other Loan Document. (cb) the The Administrative Agent shall have received an executed legal opinionthe following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowerotherwise specified below), in each case reasonably form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts of this Amendment duly executed by each of the Borrower, the Lenders and the Administrative Agent or (B) 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 parties have signed counterparts of this Amendment; (dii) the Administrative Agent shall have received a certificate dated as Notes requested by any Lender pursuant to Section 2.15(d) of the Amendment Effective Date of the Secretary or Assistant Secretary of Amended Agreement, duly completed and executed by the Borrower certifying and payable to such Lender; (iiii) certified copies of (A) the resolutions of the Board of Directors of the Borrower approving this Amendment (including, without limitation, the extension of the Maturity Date), the Amended Agreement and authorizing the other Loan Documents being executed and delivered in connection with this Amendment to which the Borrower is, or is to be, a party and (B) all documents evidencing any other necessary corporate action with respect to this Amendment (including, without limitation, the extension of the Maturity Date), the Amended Agreement and such other Loan Documents; (iv) good standing certificates with respect to the Borrower issued no earlier than fifteen (15) days prior to the Amendment Effective Date; (v) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which the Borrower is, or is to become, a party and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date, and (C) that there is no Governmental Action required for the due execution, delivery and performance by the Borrower of this Amendment, the Amended Agreement and each other Loan Document being executed and delivered in connection with this Amendment to which the Borrower is, or is to become, a party; (vi) copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the Amendment Effective Date will be deemed to have been delivered under this clause (vi)); (vii) an opinion of Xxxxx Day, special counsel for the Borrower; (viii) a certificate of an Authorized Officer of the Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment (including, without limitation, the extension of the Maturity Date), (A) no event has occurred and is continuing that constitutes an Event of Default or an Unmatured Default and (iiB) that all representations and warranties of the Borrower contained in the Amended Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material authorizationsrespects (or, in the case of any such representation or warranty already qualified by “Material Adverse Effect” or any other materiality qualification, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date (other than any such representation or warranty that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by “Material Adverse Effect” or any other materiality qualification, true and correct in all respects) as of such specific date); and (ix) such other certifications, opinions, financial or other information, approvals and consents required to be obtained by documents as the Borrower Administrative Agent or any Lender may have reasonably requested at least one (1) Business Day prior to the Amendment Effective Date Date, all in form and substance satisfactory to the Administrative Agent or such Lender (as the case may be). (c) On the Amendment Effective Date, the Borrower shall have prepaid the outstanding principal amount of the Advances in an amount equal to $250,000,000. In connection with its executionsuch prepayment, the Administrative Agent and the Lenders hereby waive the requirement for delivery and performance of this Amendment have been obtained and are in full force and effect; anda Notice of Prepayment pursuant to Section 2.09 of the Existing Credit Agreement. (ed) the conditions precedent set forth in Section 5.3 of the Credit Agreement The Administrative Agent shall have been satisfiedreceived all documentation and information required by 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, to the extent such documentation or information is requested by the Administrative Agent on behalf of any Lender prior to the Amendment Effective Date.

Conditions to Effectiveness. Section 2.1 This Amendment shall become effective as of on the date first written above (the “Amendment No. 3 Effective Date”) when, and only when, each Date upon satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent (or its counsel) shall have received from (i) the Lenders (including the New Lenders) party to the Amended Credit Agreement on the Amendment No. 3 Effective Date (which Lenders shall constitute at least the Required Lenders under the Existing Credit Agreement), (ii) the Borrower, (iii) the Guarantors, (iv) the L/C Issuers party to the Amended Credit Agreement on the Amendment No. 3 Effective Date, (v) the Swing Line Lender, (vi) the Sustainability Structuring Agent party to the Amended Credit Agreement on the Amendment No. 3 Effective Date, and (vii) the Administrative Agent, (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include a telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Administrative Agent (or, in the case of any fees payable to any Arranger, such Arranger, as applicable) shall have received payment of all fees payable to the Administrative Agent, the Lenders (including the New Lenders) or any Arranger in connection with this Amendment. (c) All reasonable costs and expenses (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) of the Administrative Agent in connection with this Amendment and the transactions contemplated hereby shall have been paid, to the extent invoiced three (3) Business Days (or such shorter period as the Borrower may agree) prior to the Amendment No. 3 Effective Date. (d) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of each applicable Loan Party (where applicable), each dated the Amendment No. 3 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 3 Effective Date) and each in form and substance satisfactory to the Administrative Agent: (i) counterparts of (A) the Pari Passu Intercreditor Agreement, (B) the Perfection Certificate, (C) the Specified Account Agreement, and (D) any Intellectual Property Security Agreement with respect to certain IP Rights owned by the Loan Parties as of the Amendment No. 3 Effective Date (to the extent such IP Rights are not covered by an Intellectual Property Security Agreement previously delivered in connection with the Existing Credit Agreement), in each case, executed by each Person a party thereto; (ii) with respect to each New Lender, Notes executed by the Borrower in favor of such New Lender, to the extent such New Lender shall have requested Notes at least two Business Days prior to the Amendment No. 3 Effective Date; provided that this shall not prevent any New Lender from requesting Notes to be delivered after the Amendment No. 3 Effective Date; (iii) (A) such customary certificates of resolutions or other action, incumbency certificates, corporate resolutions (including Board of Directors’ resolutions), board of trade certificates, trade register extract and/or other certificates of Responsible Officers of the Borrower and each Guarantor 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 and the other Loan Documents to which the Borrower or Guarantor is a party or is to be a party; (B) in the case of a Specified Loan Party incorporated under the Laws of Brazil (each, a “Brazilian Guarantor”), the quotaholder resolutions of such Brazilian Guarantor duly executed signed and delivered duly filed (protocolo), as necessary, with the applicable board of trade certifying that such Brazilian Guarantor is duly authorized to enter into and perform all applicable Loan Documents being entered into by such Brazilian Guarantor on the Amendment No. 3 Effective Date; and (C) in the case of each Guarantor incorporated in Luxembourg (each, a “Luxembourg Guarantor”), a customary formalities certificate (1) certifying (v) on guaranteeing and securing limits, (w) that copy documents are correct, complete and in full force and effect and have not been amended or superseded, (x) compliance with the Luxembourg law dated 31 May 1999 on the domiciliation of companies, (y) its solvency and (z) its place of the central administration (siège de l’administration centrale or siège de direction effective) and its center of main interests and (2) attaching (w) the corporate resolutions authorizing the entering into and performance of the Loan Documents being entered into by such Luxembourg Guarantor on the Amendment No. 3 Effective Date, (x) a certificate of non-inscription of judicial decision or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation), (y) an extract (extrait) and (z) a specimen of the signature of each person authorized by the Borrowercorporate resolution; (iv) such documents (including Organization Documents of the Borrower and each Guarantor and, where applicable, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the jurisdiction of its organization, and certified by a Responsible Officer of the Borrower or such Guarantor, as applicable, to be true and correct as of the Amendment No. 3 Effective Date) and (to the extent applicable) customary good standing certificates as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is duly organized or formed, validly existing and (to the extent applicable) in good standing in the jurisdiction where it is organized; (v) subject to Section 4.7 (solely as it relates to any opinions to be delivered in connection with the execution and delivery of any instrument, document or agreement to be delivered after the occurrence of the Amendment No. 3 Effective Date as permitted pursuant to Section 4.7), customary opinions of Xxxxxxxxx & Xxxxxxxx LLP, special U.S. counsel to the Loan Parties, and customary opinions of each local counsel listed on Schedule I hereto, in each case addressed to the Administrative Agent, each Issuing Bank L/C Issuer and each Bank; Lender (bincluding each New Lender) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionparty hereto, dated as of the Amendment No. 3 Effective Date, of ; (ivi) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowera solvency certificate, in each case form and substance reasonably satisfactory to the Administrative AgentAgent (it being understood and agreed that a certificate substantially in the form of Exhibit G to the Existing Credit Agreement is satisfactory), signed by the chief financial officer of the Borrower; (dvii) a Request for Credit Extension in accordance with the requirements of the Amended Credit Agreement, along with a customary flow of funds statement executed by the Borrower with respect to the transactions to occur on the Amendment No. 3 Effective Date; and (viii) a certificate signed by a Responsible Officer of the Borrower certifying that (A) since December 31, 2023 there shall not have occurred a Material Adverse Effect, and (B) before and after giving effect to the Amendment No. 3 Transactions, (1) no Default or Event of Default shall exist and be continuing or would result therefrom, (2) the representations and warranties contained in Article V of the Amended Credit Agreement, this Amendment, the Amended Guaranty, the Amended U.S. Security and Pledge Agreement and the other Loan Documents are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all 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 in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that, for purposes of such certification, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Existing Credit Agreement and (3) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the Financial Covenants. (e) Subject to Section 4.7, the Collateral and Guarantee Requirement shall have been satisfied and the Collateral shall be subject to no Liens other than Permitted Liens. Additionally, the Administrative Agent shall have received a certificate dated received, with respect to each Mortgaged Property existing as of the Amendment No. 3 Effective Date Date, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to such Mortgaged Property, and if such Mortgaged Property is located in a special flood hazard area, a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto together with evidence of insurance as required by the Amended Credit Agreement. (f) The Amendment No. 3 Refinancings shall have been consummated. (g) (x) Upon the reasonable request of the Secretary Administrative Agent or Assistant Secretary of the Borrower certifying any Lender (iincluding any New Lender) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower made at least ten Business Days prior to the Amendment No. 3 Effective Date Date, the Borrower shall have provided to the Administrative Agent and such Lender (including such New Lender), and the Administrative Agent and such Lender (including such New Lender) shall be reasonably satisfied with, the documentation and other information so requested in connection with its executionapplicable “know your customer” and anti-money-laundering rules and regulations, delivery including the Act, in each case at least three Business Days prior to the Amendment No. 3 Effective Date and performance of this (y) at least three Business Days prior to the Amendment No. 3 Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have been obtained delivered to the Administrative Agent and are each Lender (including each New Lender) that so requests a Beneficial Ownership Certification in full force relation to such Loan Party. The Administrative Agent shall notify the Borrower and effect; and the Lenders (eincluding the New Lenders) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAmendment No. 3 Effective Date.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as and the obligations of the date first written above (the “Amendment Effective Date”) when, and only when, each Lenders hereunder are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) receipt by the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by from the Borrower, the Guarantors, the Administrative Agent, each Issuing Bank Agent and each Bankthe Lenders constituting Required Lenders (as defined in the Credit Agreement) of a duly executed counterpart of this Amendment; (b) the Administrative Agent shall have received (i) all fees required to be paid by fact that the representations and warranties of the Borrower pursuant to fee letters executed and delivered by the Borrower each Guarantor contained in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 Article 5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower and Section 5 of this Amendment shall be true on or before the date that is one Business Day prior to and as of the date hereof; (c) receipt by the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the BorrowerAgent, in each case form and substance reasonably satisfactory to the Administrative Agent, of an Incumbency Certificate of the Borrower reflecting the Authorized Signatories; (d) receipt by the Administrative Agent shall have received a certificate dated as Agent, in form and substance reasonably satisfactory to the Administrative Agent, of the Amendment Effective Date of the Secretary or Assistant Secretary corporate resolutions of the Borrower certifying (i) the resolutions of the Board of Directors certified by an officer of the Borrower approving and authorizing the executionBorrower to enter into this Amendment; (e) receipt by the Administrative Agent, delivery in form and performance substance reasonably satisfactory to the Administrative Agent, of an Incumbency Certificate of each Guarantor reflecting the Authorized Signatories; (f) receipt by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, of resolutions of each Guarantor to execute this Amendment; (g) payment by the Borrower of this Amendment all fees and expenses (ii) that all material authorizations, approvals including without limitation the fees and consents required to be obtained by the Borrower prior expenses of counsel to the Amendment Effective Date in connection with its execution, delivery and performance Administrative Agent) payable on the date of this Amendment have been obtained to the Lenders and are in full force and effectthe Administrative Agent; and (eh) receipt of such other documents that the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAdministrative Agent may reasonably require.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “First Amendment Effective Date”) when, and only when, that each of the following conditions precedent is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: -2- AmericasActive:16779589.4 (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to First Amendment Effective Date the date hereof; (c) following, each dated the Administrative Agent shall have received an executed legal opinion, dated as of the First Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent; Agent in sufficient copies for each Lender: (di) certified copies of the Administrative Agent shall have received Borrower’s certificate of incorporation and bylaws, and resolutions of the board of directors of the Borrower approving this Amendment, a certificate dated as of good standing for the Amendment Effective Date Borrower from its jurisdiction of incorporation and all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Amendment; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered by the Borrower hereunder; and (iii) a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), substantially in the form of Exhibit B hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (b) On the First Amendment Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the First Amendment Effective Date, stating that: (i) the resolutions of the Board of Directors The representations and warranties of the Borrower approving contained in Section 4.01 of the Credit Agreement are true and authorizing correct in all material respects (or, if already qualified by materiality, in all respects) on and as of the executionFirst Amendment Effective Date, delivery as though made on and performance by the Borrower as of this Amendment such date; and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have paid all material authorizationsfees and expenses of the Administrative Agent and the Lenders then due and payable in accordance with the terms of the Fee Letter, approvals dated as of March 21, 2022, among the Borrower, Xxxxx Fargo Bank, and consents required to be obtained Xxxxx Fargo Securities. (d) The Administrative Agent shall have received counterparts of this Amendment, executed and delivered by the Borrower prior to and the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andLenders. (e) the conditions precedent set forth in Section 5.3 The Administrative Agent shall have received copies of the Credit Agreement shall have been satisfiedBorrower’s Report on Form 10-K, as filed with the SEC, for the fiscal year ended December 31, 2021 and the Borrower’s Current Reports on Form 8-K, as filed with the SEC after the date of filing the Borrower’s Report on Form 10-K for the fiscal year ended December 31, 2021 but prior to the First Amendment Effective Date (collectively, the “Amendment Disclosure Documents”).

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “First Amendment Effective Date”) when, and only when, each upon the satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) the The Administrative Agent shall have received executed counterparts of this Amendment duly executed Amendment, from each of the Borrower and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankLenders; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate dated as copy of the Amendment Effective Date certificate of incorporation (or comparable constitutive document) of the Secretary Borrower, together with all amendments thereto, certified by the Secretary, Assistant Secretary, or Assistant Secretary other appropriate officer of the Borrower certifying Borrower, and a certificate of good standing, certified by the appropriate governmental officer of its jurisdiction of organization, together with a copy, certified by a Responsible Officer of the Borrower, as applicable, of its by-laws (ior any comparable constitutive laws, rules or regulations) and of the resolutions of the Board finance committee of Directors the board of directors of the Borrower approving and authorizing the executionexecution of this Amendment, delivery and performance an incumbency certificate, executed by a Responsible Officer the Borrower, which shall identify by name and title and bear the signature of the officers of the Borrower authorized to sign this Amendment; (c) The Administrative Agent shall have received a fully executed copy of this the First Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution2022 Revolving Credit Agreement, delivery and performance of this Amendment have been obtained and are which shall be in full force and effect; (d) There shall not have occurred since February 2, 2019 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (e) The Administrative Agent shall have received the payment of all fees and expenses required to be paid under the Commitment Letter and Fee Letter, each dated April 11, 2019 (including, without limitation, fees, charges and disbursements of counsel to the Administrative Agent); and (ef) At least three (3) Business Days prior to the conditions precedent set forth First Amendment Effective Date, all documentation and other information about the Borrower that is 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 requested in Section 5.3 of writing by any Lender at least 10 business days prior to the Credit Agreement First Amendment Effective Date shall have been satisfiedprovided to the requesting Lenders.

Conditions to Effectiveness. This Amendment The Extension set forth in Section 1 and the limited waiver set forth in Section 2 shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent shall have been satisfied: (a) the a. The Administrative Agent shall have received counterparts of this Amendment Agreement duly executed and delivered by AWCC, the BorrowerParent (solely for purposes of acknowledging Section 4), the Administrative Agent, each Issuing Bank Agent and each Bank;Extending Lenders constituting the Required Lenders. (b) the Administrative Agent b. AWCC shall have received paid (i) all fees required to be paid by Xxxxx Fargo Securities, LLC (“WFS”), for the Borrower pursuant account of each Extending Lender, an extension fee equal to fee letters executed and delivered by 0.06% of such Lender’s Commitment as of the Borrower in connection with the Amended Credit Agreement and Effective Date, (ii) all the other fees and reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionEffective Date under that certain fee letter, dated as of March 17, 2020, among AWCC, WFS and Xxxxx Fargo Bank, National Association and (iii) all other fees and reasonable expenses of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel Administrative Agent and the Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Borrower, Effective Date (including reasonable fees and (iiexpenses of counsel) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;connection with this Agreement. (d) the c. The Administrative Agent shall have received a certificate of a Responsible Officer of AWCC, dated as of the Amendment Effective Date Date, confirming satisfaction of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 Sections 3.02(b) and 3.02(c) of the Credit Agreement (with all references in such Sections to a Borrowing or Swing Line Borrowing being deemed to be references to the extension of the Termination Date). d. The Administrative Agent shall have been satisfiedreceived copies (certified to be true and complete by a Responsible Officer of the Borrower) of all governmental approvals (if any) required for each of the Borrower and the Parent in connection with the Extension.

Conditions to Effectiveness. This Amendment shall become effective as on the date on which each of the date first written above following conditions is satisfied or waived (the “Amendment Effective Date”): (i) when, The Administrative Agent (or its counsel) shall have received an executed counterpart of this Amendment from Lenders constituting the Requisite Lenders and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):other parties hereto; (aii) A minimum of $150,000,000 aggregate principal amount of Term Loans shall have been requested to be extended by Lenders executing counterparts of this Amendment pursuant to the provisions of this Amendment. (iii) The Administrative Agent shall have received counterparts a favorable written opinion of this Amendment duly executed and delivered by Xxxxxxxx & Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent, each Issuing Bank Collateral Agent and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionLender, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent; (div) The Administrative Agent shall have received payment of (x) a consent fee on behalf of each Term Lender consenting to this Amendment in an amount equal to 0.50% of the aggregate amount of Term Loans then outstanding owing to such Lender and (y) an extension fee on behalf of each Revolving Lender agreeing to become an Extending Revolving Lender in an amount equal to 1.50% of the aggregate amount of the Revolving Credit Commitments of such Lender being extended; (v) The Subsidiary Lender Agreement dated March 18, 2009 between Chicopee, Inc. and the Administrative Agent, which provides for the Administrative Agent’s consent to the assignment of Term Loans to Chicopee, Inc. if certain conditions are met, shall be amended such that assignments of Term Loans by a Subsidiary Lender may only be made to other Subsidiary Loan Parties who agree to be bound by the terms and conditions of the Subsidiary Lender Agreement, as such agreement may be amended from time to time. (vi) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each applicable Subsidiary Loan Party relating thereto); (vii) The Administrative Agent shall have received a copy of, or a certificate dated as to coverage under, the insurance policies required by Section 5.04(a)(vi) of the Credit Agreement; (viii) The Lead Arranger shall have received all fees and expenses due it pursuant to that certain engagement letter by and between the Lead Arranger and the Borrower; and (ix) All fees and expenses payable on or before the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date Administrative Agent or its Affiliates in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedpaid, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent.

Conditions to Effectiveness. This Amendment shall become effective as The provisions of Section 1 and Section 2 are subject to the date first written above (the “Amendment Effective Date”) whensatisfaction on or prior to April __, and only when, each 2001 of all of the following conditions is satisfied precedent and the conditions set forth in Section 6E hereof (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement"INCREASED COMMITMENTS CLOSING DATE"): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on A. On or before the date that is one Business Day prior Increased Commitments Closing Date, Company shall deliver to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionthe following, each, unless otherwise noted, dated as the Increased Commitments Closing Date: 1 Resolutions of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsdelivery, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained Agreement and are the incurrence of the Second Additional Tranche D Term Loans, certified as of the Increased Commitments Closing Date by its corporate secretary or an assistant secretary as being in full force and effecteffect without modification or amendment; 2 Signature and incumbency certificates of its officers executing this Agreement; and (e) 3 Executed originals of this Agreement, executed by Company and by each Subsidiary Guarantor. B. Lenders shall have received originally executed copies of one or more favorable written opinions of Xxxxx Xxxx & Xxxxxxxx, Xxxxxx & Xxxxxxxxx and other counsel reasonably acceptable to the conditions precedent set forth Agents, each counsel for Company, in Section 5.3 form and substance reasonably satisfactory to Administrative Agent and its counsel, dated as of the Credit Agreement Increased Commitments Closing Date and setting forth, collectively, substantially the matters in the opinions designated in ANNEX A to this Agreement. C. All documents executed or submitted in connection with the transactions contemplated hereby by or on behalf of Company or any of its Subsidiaries shall be reasonably satisfactory in form and substance to Agents and their counsel; Agents and their counsel shall have been satisfiedreceived all information, approvals, opinions, documents or instruments that Agents or their counsel shall have reasonably requested.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, each on which all of the following conditions is precedent have been satisfied (or waived in accordance with Section 10.1 of (the Credit Agreement"Effective Date"): (a) the The Administrative Agent shall have received five counterparts of this Amendment hereof duly executed and delivered by the each Borrower, the Administrative Agent, each Issuing Bank and each Bank;. (b) the The Administrative Agent shall have received executed Lender Consent Letters, substantially in the form of Exhibit A hereto (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 "Lender Consent Letters"), from each of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Lenders. (c) the The Administrative Agent shall have received an executed legal opinionAcknowledgment and Consent, in the form of Exhibit X-0, X-0 or B-3, as applicable, from each Guarantor and each Pledgor other than the Borrowers. (d) The Administrative Agent shall have received for the account of each Lender that executes and delivers to the Administrative Agent a Lender Consent Letter at or prior to 5:00 P.M., New York City time, on May 9, 2003, a consent fee equal to 0.15% of the aggregate unpaid principal amount of such Lender's Loans on such date. (e) If required by Administrative Agent, Lenders and their respective counsel shall have received originally executed copies of one or more favorable written opinions of counsel for Borrowers, Guarantors and Pledgors in form and substance satisfactory to Administrative Agent and its counsel, dated as of the Fourth Amendment Effective Date, with respect to the validity, binding effect and enforceability of this Amendment, and due authorization, execution and delivery thereof, and as to such other matters as Administrative Agent acting on behalf of Lenders may request. (f) On or before the Effective Date, all corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. (g) Borrowers shall have paid the fees, costs and expenses of Administrative Agent's counsel in connection with this Amendment. (h) The Administrative Agent shall have received evidence satisfactory to it and its counsel that the Revolver Administrative Agent and the Lenders under the Revolving Credit Agreement (i) Xxxxx Xxxxx L.L.P.have modified, special counsel to or concurrently with the BorrowerEffective Date will modify, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, Revolving Credit Agreement in each case reasonably a manner satisfactory to the Administrative Agent; (d) Agent and the Lenders and the Administrative Agent shall have received a certificate dated as been provided with true, correct and complete copies of the Amendment Effective Date of documents effecting such modifications to the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment Revolving Credit Agreement and (ii) that all material authorizations, approvals and consents required have consented to be obtained by the Borrower prior or waived their right to consent to the Amendment Effective Date in connection with its execution, Borrowers' and the Guarantors' execution and delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAmendment.

Conditions to Effectiveness. This Amendment Agreement shall become be effective as of upon the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) the A. Administrative Agent shall have received counterparts of this Amendment duly Agreement executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankDetermining Lenders; (b) the B. Administrative Agent shall have received (i) counterparts of this Agreement executed by Borrower and acknowledged by each Guarantor; C. Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent and its counsel, such other documents, certificates and instruments as Administrative Agent shall require; D. Borrower shall have paid all fees required and expenses billed through the date hereof owing to Administrative Agent and Lenders, including without limitation, fees and expenses of counsel to Administrative Agent; Borrower shall have paid to O'Melveny & Xxxxx LLP, counsel to Administrative Agent, a retainer in the amount of $250,000, and to PricewaterhouseCoopers LLP, financial advisors to Administrative Agent, a retainer in the amount of $250,000, in each case to be paid by the Borrower pursuant applied to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to future amounts owing under Section 10.5 11.2 of the Credit Agreement for which reasonably detailed invoices have been presented to the so that Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in need not make additional payments under Section 5.3 11.2 of the Credit Agreement until such retainers have been exhausted, and which retainers shall be in addition to Borrower's obligation to pay amounts owing to Administrative Agent billed through the date hereof, as required by Section V.D above; and Borrower shall have been satisfieddelivered evidence satisfactory to Administrative Agent and its counsel that Borrower has exercised its right to extend the interest payment on the Borrower Subordinated Debentures due on May 1, 1999.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “First Amendment Effective Date”) when, and only when, that each of the following conditions precedent is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to First Amendment Effective Date the date hereof; (c) following, each dated the Administrative Agent shall have received an executed legal opinion, dated as of the First Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative AgentAgent in sufficient copies for each Lender: (i) certified copies of the Borrower’s certificate of incorporation and bylaws, and resolutions of the board of directors of the Borrower approving this Amendment, a certificate of good standing for the Borrower from its jurisdiction of incorporation and all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Amendment; (dii) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions names and true signatures of the Board of Directors officers of the Borrower approving authorized to sign this Amendment and authorizing the execution, delivery and performance other documents to be delivered by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effecthereunder; and (eiii) a favorable opinion of counsel for the conditions precedent set forth Borrower (which may be an attorney of American Electric Power Service Corporation), substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (b) On the First Amendment Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the First Amendment Effective Date, stating that: (i) The representations and warranties of the Borrower contained in Section 5.3 4.01 of the Credit Agreement are true and correct in all material respects (or, if already qualified by materiality, in all respects) on and as of the First Amendment Effective Date, as though made on and as of such date; provided, however, (A) any reference to the Disclosure Documents in Section 4.01 of the Credit Agreement shall be deemed to be a reference to the Amendment Disclosure Documents, (B) any reference to Schedule 4.01(m) in Section 4.01 of the Credit Agreement shall be deemed to be a reference to Schedule 4.01(m), as amended by this Amendment, (C) any reference to December 31, 2015 in Section 4.01 of the Credit Agreement shall be deemed to be a reference to December 31, 2017 and (D) any reference to March 31, 2016 shall be deemed to be a reference to March 31, 2018 and June 30, 2018 and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have been satisfiedpaid all fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders then due and payable in accordance with the terms of the (i) the Commitment Letter, dated as of September 19, 2018, among the Borrower, Xxxxx Fargo Bank, Xxxxx Fargo Securities, JPMorgan, Barclays, Scotiabank, MUFG, CGMI, Bank of America, MLPFS and Mizuho, (ii) the Fee Letter, dated as of September 19, 2018, among the Borrower, Xxxxx Fargo Bank, Xxxxx Fargo Securities, JPMorgan and Barclays, (iii) the Fee Letter, dated as of September 19, 2018, among the Borrower, Scotiabank, MUFG, CGMI, Bank of America, MLPFS and Mizuho and (iv) the other Loan Documents. (d) The Administrative Agent shall have received counterparts of this Amendment, executed and delivered by the Borrower and the Lenders. (e) The Administrative Agent shall have received all promissory notes (if any) requested by the Lenders pursuant to Section 2.10(d), duly completed and executed by the Borrower and payable to such Lenders. (f) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and, if the Borrower qualified as a “legal entity customer” under 31 C.F.R § 1010.230 (the “Beneficial Ownership Regulation”), a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (“Beneficial Ownership Certificate”) in relation to the Borrower. (g) The Administrative Agent shall have received copies of the Borrower’s Report on Form 10-K, as filed with the SEC, for the fiscal year ended December 31, 2017, the Borrower’s Quarterly Reports on Form 10-Q, as filed with the SEC, for the periods ended March 31, 2018 and June 30, 2018, and the Borrower’s Current Reports on Form 8-K, as filed with the SEC after the date of filing the Borrower’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 but prior to the First Amendment Effective Date (collectively, the “Amendment Disclosure Documents”). (h) The Administrative Agent shall have received copies or other evidence of such other approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender or any LC Issuing Bank through the Administrative Agent.

Conditions to Effectiveness. This Amendment Agreement shall not become effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement‎Section 12.02): (a) The Administrative Agent, the Administrative Agent Arranger and the Lenders shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required and other amounts due and payable, including, to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;hereunder. (cb) the The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party setting forth (i) resolutions of its board of directors with respect to the authorization of such Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Loan Party (y) who are authorized to sign the Loan Documents to which such Loan Party is a party 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 Agreement and the Transactions, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Loan Party, 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. (c) The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of each Loan Party. (d) The Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D, duly and properly executed legal opinion, by a Responsible Officer and dated as of the Amendment date of Effective Date, . (e) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party. (if) The Administrative Agent shall have received duly executed Notes payable to the order of each Lender that has requested a Note in a principal amount equal to its Maximum Credit Amount dated as of the date hereof. (g) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments. (h) The Administrative Agent shall have received the opinions of Xxxxx Xxxxx L.L.P.LLP, special counsel to the Borrower, and (ii) the general Xxxxxxx Xxxxx PLLP, special North Dakota counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of to the Borrower, in each case reasonably form and substance satisfactory to the Administrative Agent;. (di) the The Administrative Agent shall have received a certificate dated as of insurance coverage of the Amendment Effective Date Borrower evidencing that the Borrower is carrying insurance in accordance with ‎Section 7.12. (j) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying that the Borrower has (i) the resolutions of the Board of Directors of the Borrower approving received all consents and authorizing the execution, delivery and performance approvals required by the Borrower of this Amendment ‎Section 7.03 and (ii) that all material authorizationshas no other Debt in respect of borrowed money. (k) The Administrative Agent shall have received the financial statements referred to in ‎Section 7.04(a). (l) The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably request. (m) The Administrative Agent shall have received title information as they may reasonably require setting forth the status of title to at least 80% of the total value of the proved Oil and Gas Properties evaluated in the Initial Reserve Report. (n) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties of the Borrower and its Subsidiaries. (o) The Administrative Agent shall have received the Initial Reserve Report accompanied by a certificate covering the matters described in Section 8.12(c). (p) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties of the Borrower for each of the following jurisdictions: Xxxxxxxx, approvals Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxx, and consents required to be obtained any other jurisdiction requested by the Borrower Administrative Agent; other than those being assigned or released on or prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andor Liens permitted by Section 9.03. (eq) The Administrative Agent shall have received evidence satisfactory to the conditions precedent set forth in Section 5.3 of Administrative Agent that the Debt owing under the Credit Agreement dated as of September 9, 2008 among the Borrower, the lenders party thereto and CIT Capital USA Inc., as administrative agent and the Second Lien Term Loan Agreement dated as of September 9, 2008 among the Borrower, the second lien lenders from time to time party thereto and CIT Capital USA as administrative agent have been repaid in full and all Liens granted in favor of CIT Capital USA Inc. as collateral agent thereunder have been released. (r) The Administrative Agent shall be reasonably satisfied with the capitalization of the Borrower, which capitalization shall include the benefit of $10,000,000 of net equity proceeds contributed after October 1, 2009 but prior to the Effective Date. (s) The Borrower and the Restricted Subsidiaries shall have been satisfiedminimum liquidity of not less than $9,000,000; “liquidity” shall mean the sum of all cash, cash equivalents and availability under the Borrowing Base. (t) The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment No. 3 Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):on which: (a) the Administrative Agent (or its counsel) shall have received counterparts from the Credit Parties and each Lender, a counterpart of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, signed on behalf of each Issuing Bank and each Banksuch party; (b) the Administrative Agent (or its counsel) shall have received the following (or their equivalent), each (other than with respect to clause (iv)) certified by the secretary or assistant secretary of the Company as of the Amendment No. 3 Effective Date to be true and correct and in force and effect pursuant to a certificate in a form reasonably satisfactory to the Agent: (i) copies of the articles of incorporation or charter documents of the Company, certified by the secretary or assistant secretary of the Company as of the Amendment No. 3 Effective Date to be true and correct and in force and effect pursuant to a certificate in a form reasonably satisfactory to the Agent, and that the articles or charter documents are in full force and effect; (ii) copies of resolutions of the board of directors of the Company approving and adopting this Amendment (including the transactions contemplated herein) and authorizing execution and delivery hereof; (iii) copies of the bylaws, operating agreement or partnership agreement of the Company, and that such by-laws, operating agreements or partnership agreements are in full force and effect; and (iv) copies, where applicable, of a certificate of good standing of the Company in its state of organization, certified as of a recent date by the appropriate Governmental Authorities of the applicable state of organization; (c) the representations and warranties set forth in Section 2 hereof shall be true and correct and the Agent shall have received a certificate of a Responsible Officer to such effect; (d) the Agent shall have received a legal opinion of Cravath, Swaine & Xxxxx LLP, special New York counsel to the Company, in form and substance reasonably acceptable to the Agent; (e) the Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a Responsible Officer certifying that immediately after giving effect to this Amendment, the Credit Parties taken as a whole are solvent as of the Amendment No. 3 Effective Date; (f) the Company shall have paid (i) all fees required to be paid by on the Borrower Amendment No. 3 Effective Date pursuant to fee letters executed the Engagement Letter, dated as of October 9, 2019 (the “Engagement Letter”), among the Company, Xxxxx Fargo Securities, LLC and delivered by the Borrower in connection with the Amended Credit Agreement Xxxxx Fargo Bank, National Association and (ii) all reasonable out-of-pocket fees and expenses required to be paid by the Borrower to the Administrative Agent due and payable pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented 4 hereof; and (g) to the Borrower on extent requested by the Agent or before the date that is one Business Day any Lender not less than five (5) days prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment No. 3 Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent Lenders shall have received a certificate dated certification regarding beneficial ownership as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance required by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior Beneficial Ownership Regulation in relation to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and Company (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfieda “Beneficial Ownership Certification”).

Conditions to Effectiveness. This Amendment The amendments to the Credit Agreement set forth in Section 1 and the assignments set forth in Sections 2 shall become effective as of on the first date first written above (the “Amendment Effective Date”) when, and only when, each of on which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):have been satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly hereof executed and delivered by the Borrower, the Administrative Agent, the Company, each Swingline Lender, each Issuing Bank and each Bankother Lender; (b) the Administrative Agent Company shall have received (i) paid all fees required to be paid by to certain of the Borrower pursuant Joint Lead Arrangers and to fee letters executed and delivered by the Borrower Lenders in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofthis Amendment as separately agreed; (c) the Administrative Agent and the Joint Lead Arrangers shall have received an executed legal opinionpayment for all reasonable and documented costs and expenses required to be paid or reimbursed under Section 12.2 of the Credit Agreement, as amended hereby; (d) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received: (i) from the Company, certificates and other documentation, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel in form and substance substantially consistent with the certificates and other documentation delivered on the Effective Date pursuant to the Borrower, Sections 3.1 and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) 3.2 of the Borrower, in each case Credit Agreement or otherwise reasonably satisfactory acceptable to the Administrative Agent;; and (dii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Company dated as of the Amendment Effective Date of certifying as to the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving representations and authorizing the execution, delivery and performance by the Borrower warranties set forth in Section 4 of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectAmendment; and (e) at least five (5) Business Days prior to the conditions precedent set forth Amendment Effective Date, to the extent reasonably requested in writing at least ten (10) Business Days prior to the Amendment Effective Date, the documentation that the Administrative Agent and the Lenders are required to obtain from the Company under Section 5.3 326 of the Credit Agreement shall have been satisfiedUSA PATRIOT ACT (P.L. 107-56, 115 Stat. 272 (2001)) and under any other provision of the Patriot Act, the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970)) or any regulations under such Act or the Patriot Act that contain document collection requirements that apply to the Administrative Agent and the Lenders and (ii) to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification to each Lender that so requests.

Conditions to Effectiveness. This Amendment shall become not be effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 precedent has been fulfilled to the reasonable satisfaction of the Credit Agreement):Administrative Agent on or prior to the date of this Amendment: (a) the Administrative Agent This Amendment shall have received counterparts of this Amendment been duly executed and delivered by the Borrower, the Guarantors, Administrative Agent, each Issuing Bank Agent and each BankLenders constituting the Required Lenders; (b) All action on the part of the Borrower and the Guarantors necessary for the valid execution, delivery and performance by the Borrower and the Guarantors of this Amendment shall have been duly and effectively taken. The Lenders shall have received such customary corporate resolutions, certificates and other customary corporate documents as the Administrative Agent shall reasonably request; (c) The Administrative Agent shall have received a Compliance Certificate dated as of the Amendment Effective Date which shall evidence compliance with the covenants set forth in Sections 8.20, 8.21 and 8.25 after giving effect to this Amendment; (id) all After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; and (e) The Borrower shall have paid to the Administrative Agent, for its own use and benefit and for the benefit of the Lenders, as applicable, the fees required agreed to be paid by between the Borrower pursuant to fee letters executed Administrative Agent and delivered by the Borrower in connection with writing between them and all other amounts due and payable under the Amended Credit Agreement and (ii) Agreement, including reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.. ​

Conditions to Effectiveness. This Amendment shall become be effective as of on the date first written above (the “Third Amendment Effective Date”) when, and only when, each of upon which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent have been satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Guarantors and each Bankthe Required Lenders; (b) either (i) the Administrative Agent shall have received (i) evidence that all fees required to be paid by Term Loan Indebtedness and other obligations under the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Term Loan Credit Agreement and then due have been repaid in full, or (ii) all reasonable out-of-pocket expenses required to be paid by (A) no Default or Event of Default (as such terms are defined in the Borrower Term Loan Credit Agreement) shall exist under the Term Loan Credit Agreement, and (B) to the Administrative Agent pursuant to Section 10.5 of extent the Term Loan Credit Agreement for which reasonably detailed invoices have been presented contains covenants that are the same as covenants being amended by this Amendment, such covenants in the Term Loan Credit Agreement shall be amended to the Borrower on or before the date that is one Business Day prior to the date hereofsame extent as set forth herein; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) the resolutions or other evidence of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of authority adopted with respect to this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effecttransactions contemplated hereby; and (ed) the conditions precedent set forth in Section 5.3 of the Credit Agreement Borrower shall have been satisfiedpaid (i) to Banc of America Securities LLC, as Arranger, (the “Arranger”), for its own account, the fees and expenses then due and payable to the Arranger, (ii) to the Administrative Agent, for the benefit of each Lender executing this Amendment by 5:00 p.m. on November 24, 2009, a fee in the amount indicated by notice from the Administrative Agent to the Lenders, and (iii) fees and expenses required to be reimbursed or paid by the Borrower pursuant to the Loan Documents, including the fees and expenses of counsel to the Administrative Agent, in each case to the extent invoiced to the Borrower at least one Business Day prior to the Third Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the date first written above this Agreement is subject to satisfaction (the “Amendment Effective Date”or waiver in accordance with Section 10.01) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or photocopies, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent shall have received and each of the Lenders: (i) executed counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankAgreement; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters a Note executed and delivered by the Borrower in connection with favor of each Lender requesting a Note; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or of the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by Secretary or Assistant Secretary of the Borrower to as the Administrative Agent pursuant may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofother Loan Documents; (civ) such documents and certifications as the Administrative Agent shall have received an executed legal opinionmay reasonably require to evidence that the Borrower is duly organized or formed, dated as and that the Borrower is validly existing, in good standing and qualified to engage in business under the laws of the Amendment Effective Date, jurisdiction of its incorporation; (iv) Xxxxx Xxxxx L.L.P., special an opinion of counsel to the Borrower, addressed to the Administrative Agent and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowereach Lender, in each case form and substance reasonably satisfactory to the Administrative Agent;; and (dvi) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date signed by a Responsible Officer or of the Secretary or Assistant Secretary of the Borrower certifying (iA) that the resolutions of the Board of Directors representations and warranties of the Borrower approving contained in Article 5 (x) that are qualified by materiality shall be true and authorizing correct on and as of the executionClosing Date, delivery and performance (y) that are not qualified by materiality, are true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if qualified by materiality, in all respects) as of such earlier date, (B) that no Default shall exist, or would result from the transactions to occur on the Closing Date, (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had, either individually or in the aggregate, a Material Adverse Effect, (D) the current Debt Rating, and (E) that attached thereto is a true and complete copy of the Maverick Share Purchase Agreement. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Administrative Agent and subject to limitations otherwise agreed in writing, the Borrower shall have paid all fees, charges and disbursements of this Amendment counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) in respect of which the Borrower has been provided a reasonably detailed invoice, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Administrative Agent’s and each Lender’s receipt of (i) documentation and information that the Administrative Agent or such Lender requests at least five Business Days prior to the Closing Date in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (ii) to the extent requested by the Administrative Agent or such Lender, and to the extent that all material authorizationsthe Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, approvals and consents required a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be obtained satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Borrower Administrative Agent shall have received notice from such Lender prior to the Amendment Effective proposed Closing Date in connection with specifying its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.