Common use of Conditions Clause in Contracts

Conditions. The Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. The Incremental Revolving Commitment shall become effective as obligation of such Revolving Commitment Increase Effective Date; provided thatthe Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (ia) the condition set forth in Section 6.2(cThe Company Registration Statement: (x) shall be satisfied effective as to all Shares, not subject to any threatened or actual stop order and (except as otherwise set forth y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the applicable Increase Revolving Joinder);circumstances under which they were made, not misleading. (iib) Each The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made by any Loan Party in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on and as of such and on each of the date of this Agreement and each Settlement Date, as if first made and restated on and as of each such date date. (except (Ad) The Company shall have issued a press release reasonably acceptable to the extent made as Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a specific datemanner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in which case such representation agreed form, in order to evidence and warranty shall be true disclose the offer and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time sale of the execution of Shares issued hereunder (the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction"SUPPLEMENT").

Conditions. The Incremental (i) As a condition precedent to each Revolving Commitment Credit Increase, the Borrower shall become effective deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (A) certifying and attaching the resolutions adopted by the Borrower or such Guarantor approving or consenting to such Revolving Credit Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2) immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Revolving Commitment Credit Increase Effective Date; provided that: (iand the use of proceeds thereof) with each of the condition set forth financial covenants contained in Section 6.2(c7.16 and (3) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any of the Borrower and each other Loan Party contained in Article V or pursuant to the any other Loan Documents shall be Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, 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 such date as if made on and as of such date (the Increase Effective Date, except (A) to the extent made as of a specific that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be they are true and correct in all material respects on (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such specific date earlier date, and except that for purposes of this clause (B) i)(B)(3), the representations and warranties qualified by materiality contained in Sections 5.04(a) and (b) shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is deemed to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited refer to the Specified Representations most recent statements furnished pursuant to Sections 6.01(a) and (other than Section 5.19 with respect b), respectively. In addition, as a condition precedent to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the each Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatCredit Increase, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder such other officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date as are reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Lender having a Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Lender’s Applicable Percentage (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with any such transactionpayments among the Lenders as if such payments were effected by prepayments of Revolving Credit Loans.

Conditions. The With respect to any Incremental Revolving Term Loan Commitments, such Incremental Term Loan Commitment shall become effective effective, as of such Revolving Commitment Term Loan Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Term Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7 8.7, with the consent of only the Revolving LendersIncremental Lenders providing such Incremental Term Facility, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Term Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment Term Facility is to finance a Limited Condition Acquisition Acquisition, permitted under Section 8.7, with the consent of only the Revolving Incremental Lenders providing such Incremental Revolving CommitmentTerm Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Term Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. The Incremental Revolving Commitment GMAC shall become effective as be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of such Revolving Commitment Increase Effective each of the following conditions on or prior to the related Addition Date; provided that: (i) GMAC shall represent that as of the condition set forth in Section 6.2(c) shall be satisfied (except related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as otherwise set forth in an Eligible Receivable and conveyed to the applicable Increase Revolving Joinder)Purchaser on such Addition Date is an Eligible Receivable; (ii) Each GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the representations and warranties made by any Loan Party in or list required to be delivered pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries7.02(d); (iii) no Default or Event of Default GMAC shall have occurred agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be continuing or would result from true and correct as of the borrowings Addition Date; (vi) GMAC shall have delivered to be made on the Revolving Commitment Increase Effective Date (except as otherwise Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under conditions set forth in Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time 2.7(b) of the execution of the relevant definitive acquisition agreementTrust Sale and Servicing Agreement shall have been satisfied; and (ivviii) GMAC shall have delivered to the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by Purchaser an Opinion of Counsel of GMAC substantially in the Administrative Agent in connection with any such transaction.form of Exhibit D.

Conditions. 8.1. Conditions to Each Party's Obligations to Effect the Merger. The Incremental Revolving Commitment respective obligation of each party to effect the Merger shall become effective as be subject to the fulfillment at or prior to the Closing Date of such Revolving Commitment Increase Effective Date; provided thatthe following conditions: (ia) This Agreement and the condition set forth transactions contemplated hereby shall have been approved in Section 6.2(cthe manner required by the Declaration of Trust and Bylaws and Agreement of Limited Partnership of AIP and RELP, respectively, and by applicable law or by applicable regulations of any stock exchange or other regulatory body by the holders of the AIP Common Shares and RELP Interests entitled to vote thereon. (b) Neither of the parties hereto shall be satisfied subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (except as otherwise set forth c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) AIP shall have obtained the approval for the listing of the AIP Common Shares issuable in the applicable Increase Revolving Joinder);Merger on the NYSE, subject to official notice of issuance. (iie) Each All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of AIP and RELP (and their respective Subsidiaries), taken as a whole, following the Effective Time. 27 8.2 Conditions to Obligations of RELP to Effect the Merger. The obligation of RELP to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by RELP: (a) AIP shall have performed its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties made by any Loan Party of AIP contained in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on and as of such date the Closing Date as if made on the Closing Date, and as RELP shall have received a certificate of the President or an Executive or Senior Vice President of AIP, dated the Closing Date, certifying to such date effect. (except (Ab) RELP shall have received the opinion of Liddell, Sapp ▇▇ another recognized law firm selected by AIP and approved by RELP, dated the Closing Date, to the extent made effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code, and that RELP and AIP will each be a specific dateparty to that reorganization within the meaning of Section 368(b) of the Code. In rendering its opinion, in which case such representation and warranty said counsel shall be true entitled to rely as to any factual matter upon certificates given by executive officers of RELP and correct in all material respects on AIP and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if entitled to assume that the primary purpose covenants of such Incremental Revolving Commitment is AIP pursuant to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing 7.15 shall be limited fully complied with. (c) From the date of the Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business or operations of AIP and its Subsidiaries, taken as a whole, that would have or would be reasonably likely to have an AIP Material Adverse Effect other than any such change that affects both RELP and AIP in a substantially similar manner. (d) The opinion of Houl▇▇▇▇ ▇▇▇ressed to RELP that the Purchase Price is fair, from a financial point of view, to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);partners of RELP shall not have been withdrawn or materially modified. (iiie) no Default or Event of Default RELP shall have occurred received the opinion of Liddell, Sapp ▇▇ another recognized law firm selected by AIP and be continuing or would result from approved by RELP, dated the borrowings Closing Date, as to such customary matters as RELP may reasonably request, such opinion to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is reasonably satisfactory to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionRELP.

Conditions. The Incremental Revolving Commitment shall become effective as Subject to the provisions of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth immediately following sentence, the Holder’s obligations under Section 1 of this Agreement and the Company’s acceptance of any Notes exchanged by the Holder and issuance of New Notes in Section 6.2(c) the Private Placement shall be satisfied (except as otherwise subject to consummation of the exchange offer contemplated by the Exchange and Tender Offer and the Private Placement consistent with the terms and subject to the conditions set forth in the applicable Increase Revolving Joinder); (ii) Each Term Sheet and the Private Placement Term Sheet, as applicable, and this Agreement and on terms and conditions reasonably acceptable to the Holder and the Company; provided that any amendment, modification or waiver of any terms or conditions of the representations Exchange and warranties made by Tender Offer, the Private Placement or any Loan Party in or pursuant other Transaction Document shall be reasonably acceptable to the Loan Documents shall be true Company and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted Holder. The Holder’s obligations under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 1 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made Private Placement are contingent on the approval of the Company’s senior lenders under that certain Revolving Commitment Increase Effective Date (except Credit and Security Agreement dated as otherwise set forth in of September 16, 2011 among the applicable Increase Revolving Joinder); provided thatCompany, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitmenteach other borrower thereunder, the foregoing shall at lenders party thereto and PNC Bank National Association, as agent for the Borrower’s election instead be tested at lenders (the time “Credit Agreement” and the “Credit Agreement Consent”). The Company and the Holder acknowledge and agree that notwithstanding any provision of the execution Term Sheet, the Private Placement Term Sheet or this Agreement to the contrary, the Holder’s exchange of the relevant definitive acquisition agreement; and Holder’s Notes for New Notes and the Company’s acceptance thereof (ivthe “Holder’s Notes Exchange Obligation”) is not contingent on the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested consummation of the tender offer contemplated by the Administrative Agent in connection with any such transactionExchange and Tender Offer or the consummation of the Private Placement.

Conditions. The Incremental Revolving Commitment shall become effective as Notwithstanding anything to the contrary set forth herein, a Holder will not be required to comply with Section 3.2 above in connection with any proposed Sale of such Revolving Commitment Increase Effective Date; provided thatthe Company (the “Proposed Sale”), unless: (ia) such Holder is not liable for the condition set forth breach of any representation, warranty or covenant made by any other Person in Section 6.2(c) shall be satisfied connection with the Proposed Sale, other than the Company (except as otherwise set forth in to the applicable Increase Revolving Joinder)extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants provided by all stockholders; (iib) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing liability shall be limited to such Holder’s applicable share (determined based on the Specified Representations (other than Section 5.19 respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the target in liability for which need not be limited as to such Permitted Acquisition and its subsidiaries)Holder; (iiic) no Default or Event upon the consummation of Default the Proposed Sale, unless waived pursuant to the terms of the Restated Certificate and as may be required by law, the aggregate consideration receivable by all holders of the Series A Preferred Stock and Common Stock shall have occurred be allocated among the holders of Series A Preferred Stock and be continuing or would result from the borrowings to be made Common Stock on the Revolving Commitment Increase Effective Date basis of the relative liquidation preferences to which the holders of the Series A Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (except as otherwise set forth assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the applicable Increase Revolving JoinderCompany’s Restated Certificate in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing provisions of this Section 3.3(b); provided that, if the primary purpose consideration to be paid in exchange for the Shares held by the Holder, as applicable, pursuant to this Section 3.3(b) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of such Incremental Revolving Commitment is securities or of any person as a broker or dealer or agent with respect to finance such securities; or (y) the provision to any Holder of any information other than such information as a Limited Condition Acquisition permitted prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving CommitmentSecurities Act, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or Company may cause to be delivered a duly executed Increase Revolving Joinder and paid to any customary legal opinions or other documents reasonably requested such Holder in lieu thereof, against surrender of the Shares held by the Administrative Agent Holder, as applicable, which would have otherwise been sold by such Holder, an amount in connection with any cash equal to the fair value (as determined in good faith by the Board) of the securities which such transaction.Holder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares held by the Holder, as applicable;

Conditions. The Such Incremental Term Loan Commitments and Incremental Revolving Commitment Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of funding; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Transaction, the execution foregoing condition shall not be required to be satisfied and instead no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g) or (h) shall have occurred and be continuing on the LCT Test Date; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans and/or Incremental Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities shall be secured on a pari passu basis with the Term Loans, shall not be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Guarantors; (vi) subject to customary “SunGard” limitations (to the extent agreed to by the Lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Transaction), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any 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) on and as of the date of such credit extension (or, subject to Section 1.06, on the LCT Test Date) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (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 of such earlier date; and (vii) solely with respect to any Incremental Facility incurred in reliance on clause (ii) of the definition of Maximum Incremental Facilities Amount (and for the avoidance of doubt, not including any Incremental Facility incurred in reliance on the Fixed Incremental Amount), Holdings and its Subsidiaries shall be, on a Pro Forma Basis, in compliance with Section 6.08; provided that if the Borrower has made an LCT Election with respect to such Limited Condition Transaction, compliance with Section 6.08 shall be determined instead on a Pro Forma Basis on the LCT Test Date as if the Limited Condition Transaction had occurred on such date.

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.1.2 unless, after giving effect to such Incremental Facility, the Loans to be made thereunder, and the application of such Revolving Commitment Increase Effective Date; provided that:the proceeds therefrom (but without giving effect to any netting of the proceeds thereof): (i) after giving pro forma effect to such Incremental Facility and the condition set forth in Section 6.2(c) shall be satisfied use of proceeds thereof (except as otherwise set forth and assuming, in the applicable Increase Revolving Joindercase of an Incremental Facility, that the entire amount of such increase is funded) on the effective date thereof and other pro forma adjustments (including any related acquisitions, dispositions, incurrence and repayment of indebtedness and other transactions to be agreed); , (ii1) Each no Default or Event of Default shall exist at the time of incurrence of such Incremental Facility, (2) the representations and warranties made by any the Loan Party Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of (or in all respects if such date as if made on and as of representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) after giving effect to such date Incremental Facility (except (A) to the extent unless such representation or warranty is expressly made as of a specific an earlier date, in which case such representation and or warranty shall be true and correct in all material respects on and (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) as of such specific date earlier date) and (B3) representations and warranties qualified by materiality shall be true and correct the Borrowers are in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 compliance with the consent financial covenants set forth in Section 11.12 as of only the Revolving Lenders, then last day of the foregoing most recently ended twelve fiscal month period for which financial statements have been delivered; (ii) the aggregate amount of all Incremental Facilities shall be limited to not exceed the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Incremental Cap; (iii) no Default or Event the proceeds of Default any Incremental Facility shall have occurred and be continuing or would result from used solely for Permitted Acquisitions as expressly permitted by the borrowings to existing Lenders; (iv) each Incremental Facility shall be made on the Revolving Commitment Increase Effective Date (except same terms as otherwise set forth in those applicable to the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementexisting Term Loans; and (ivv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionshall have received a certificate of a Responsible Officer of the Borrower certifying as to the foregoing.

Conditions. 8.1. Conditions to Each Party's Obligations to Effect the Merger. The Incremental Revolving Commitment respective obligation of each party to effect the Merger shall become effective as be subject to the fulfillment at or prior to the Closing Date of such Revolving Commitment Increase Effective Date; provided thatthe following conditions: (ia) This Agreement and the condition set forth transactions contemplated hereby shall have been approved in Section 6.2(cthe manner required by the Declaration of Trust and Bylaws and Agreement of Limited Partnership of AIP and RELP, respectively, and by applicable law or by applicable regulations of any stock exchange or other regulatory body by the holders of the AIP Common Shares and RELP Interests entitled to vote thereon. (b) Neither of the parties hereto shall be satisfied (except as otherwise set forth in subject to any order or injunction of a court of competent jurisdiction which prohibits the applicable Increase Revolving Joinder);consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (iic) Each The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);effect. (iiid) no Default or Event of Default AIP shall have occurred and be continuing or would result from obtained the borrowings to be made approval for the listing of the AIP Common Shares issuable in the Merger on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatNYSE, if the primary purpose subject to official notice of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andissuance. (ive) the Borrower shall deliver All consents, authorizations, orders and approvals of (or cause to be delivered a duly executed Increase Revolving Joinder and filings or registrations with) any customary legal opinions governmental commission, board, other regulatory body or other documents reasonably requested by the Administrative Agent third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such transactionconsent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of AIP and RELP (and their respective Subsidiaries), taken as a whole, following the Effective Time.

Conditions. The Incremental Revolving Commitment shall become effective as In addition to being subject to the satisfaction of such Revolving Commitment Increase Effective Date; provided thatthe conditions contained in Section 5.2 hereof, the obligation of the Issuing Bank to issue any Facility Letter of Credit is subject to the satisfaction in full of the following conditions: (ia) the condition set forth Borrower shall have delivered to the Issuing Bank at such times and in Section 6.2(c) shall such manner as the Issuing Bank may reasonably prescribe such documents and materials as may be satisfied (except as otherwise set forth in reasonably required pursuant to the applicable Increase Revolving Joinder); (ii) Each terms of the representations proposed Facility Letter of Credit (it being understood that if any inconsistency exists between such documents and warranties made by any the Loan Party in or pursuant to Documents, the terms of the Loan Documents shall control) and the proposed Facility Letter of Credit shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) reasonably satisfactory to the extent made Issuing Bank as of a specific date, in which case such representation to form and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)content; (iiib) as of the date of issuance, no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain the Issuing Bank from issuing the requested Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of the requested Facility Letter of Credit in particular, provided, in such event, the Borrower shall have the right to select an alternate Issuing Bank which shall be one of the Lenders; (c) there shall not exist any Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementUnmatured Default; and (ivd) the Borrower shall deliver or cause have paid those portions of the Facility Letter of Credit Fee referred to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by in Section 3.8 hereof that are due on the Administrative Agent in connection with any such transactionIssuance Date.

Conditions. The Incremental Revolving Commitment shall become effective as transfer of such Revolving Commitment Increase Effective Date; provided thatthe Farmout Interest and the Operatorship is subject to the following conditions: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in Parties having obtained the applicable Increase Revolving Joinder)Consent; (ii) Each the Parties having obtained the written consent of the representations and warranties made by any Loan Party in or pursuant Competition Authority of Kenya to the Loan Documents shall be true transfer of the Farmout Interest and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Operatorship; (iii) no Default or Event of Default shall have occurred the EIA Project Report having been approved by NEMA and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose written evidence of such Incremental Revolving Commitment is approval having been received by ERHC and provided to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andCEPSA; (iv) the Borrower shall deliver Farmor having provided the Farmee with a full and complete copy of the Deed of Novation; and (v) the Farmor having obtained from the Government and provided to the Farmee either: (a) a letter addressed to ERHC from the Government providing that the Contract is in full force and effect and that there has been no breach of applicable Kenyan Laws/Regulations resulting from the Contract having been in the name of a non-Kenyan registered entity prior to the Contract Transfer or, alternatively, if such breach of applicable Kenyan Laws/Regulations is outstanding that (1) the breach can be remedied or cause (2) that the Government will waive any further rights of enforcement with regard to be delivered such breach; or (b) a duly executed Increase Revolving Joinder Certificate of Compliance from the Government confirming that as of the date of the Agreement the Farmor has complied with all applicable Kenyan Laws/Regulations with regard to the Contract and that there is no outstanding breach thereof, provided that any customary legal opinions or other documents reasonably requested such document obtained by the Administrative Agent in connection Farmor shall be reasonably satisfactory to CEPSA, with any CEPSA acting reasonably at all times, with each of the above being a “Condition” and together being the “Conditions”. Subject to such transactionterms, conditions, and obligations herein as are contingent upon the fulfillment of the Conditions, this Agreement and all the obligations of the Parties hereunder shall be effective as from the Effective Date, including but not limited to (a) the Farmor’s obligation to proceed with the transfer of the Farmout Interest and the Operatorship and (b) the Farmee’s obligation to pay the Past Costs and Attributable Costs as provided herein.

Conditions. The Incremental Revolving Commitment shall become effective as In addition to being subject to the satisfaction of such Revolving Commitment Increase Effective Date; provided thatthe conditions contained in Sections 5.1 and 5.2, the obligation of an Issuing Bank to issue any Letter of Credit is subject to the satisfaction in full of the following conditions: (iA) the condition set forth in Section 6.2(c) applicable Borrower shall be satisfied (except as otherwise set forth in have delivered to the applicable Increase Revolving JoinderIssuing Bank (and, if the Issuing Bank is a Lender other than ▇▇▇▇▇ Fargo, with a copy to the Administrative Agent) at such times and in such manner as such Issuing Bank may reasonably prescribe, a request for issuance of such Letter of Credit in substantially the form of Exhibit C hereto (each such request a “Request For Letter of Credit”); (ii) Each , duly executed applications for such Letter of the representations Credit, and warranties made by any Loan Party in or such other documents, instructions and agreements as may be required pursuant to the Loan Documents terms thereof (all such applications, documents, instructions, and agreements being referred to herein as the “L/C Documents”), and the proposed Letter of Credit shall be true reasonably satisfactory to such Issuing Bank as to form and correct in all material respects on and as content; it being agreed that any Letter of such date as if made on and as of such date (except (A) to Credit application submitted by the extent made as of a specific date, in which case such representation and warranty Company through any Issuing Bank’s approved internet portal or approved electronic intake system shall be true and correct in deemed to meet all material respects on and as of such specific date and (Bthe requirements of this Section 3.4(A) representations and warranties qualified with no further action being required by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (ivB) as of the Borrower date of issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall deliver purport by its terms to enjoin or cause restrain the applicable Issuing Bank from issuing such Letter of Credit and no law, rule or regulation applicable to be delivered such Issuing Bank and no request or directive (whether or not having the force of law) from a duly executed Increase Revolving Joinder Governmental Authority with jurisdiction over such Issuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit. (C) In the event of any conflict between the terms of this Agreement and the terms of any customary legal opinions or other documents reasonably requested by application for a Letter of Credit, the Administrative Agent in connection with any such transactionterms of this Agreement shall control.

Conditions. The Incremental Revolving Commitment increased or new Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in The Administrative Agent shall have received a Borrowing Request as required by Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)2.03; (ii) Each each of the representations and warranties made by the Borrower set forth in Article III hereof or in any other Loan Party in or pursuant to the Loan Documents Document shall be true and correct in all material respects on and as of such date as if made on and as of such date Increase Effective Date (except (A) to the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case such representation and warranty they shall be true and correct in all material respects on and as of such specific date and (B) earlier date, and, to the extent such representations and warranties are qualified by materiality as to materiality, Material Adverse Effect or similar language, such representations shall be true and correct in all respects); provided provided, that, if in the primary purpose case of Incremental Term Loans incurred to make an acquisition or other investment permitted to be made hereunder, such Incremental Revolving Commitment is representations and warranties to finance a Limited Condition Acquisition permitted under Section 8.7 with be made on the consent of only the Revolving Lenders, then the foregoing Increase Effective Date shall be limited to the Specified Representations and the “acquisition agreement representations” (other than Section 5.19 with respect to the target in or similar representations) conformed as appropriate for such Permitted Acquisition and its subsidiaries)transaction; (iii) no Default (or, in the case of Incremental Term Loans incurred to make an acquisition or other investment permitted hereunder no Event of Default described in Section 7.01(a), (b), (h) or (i)) shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementDate; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. The Incremental Revolving Commitment effectiveness of the consents contained in Section 1 hereof, the obligation of Administrative Agent to deliver the Partnership Release pursuant to Section 2 hereof and the effectiveness of the amendments to the Credit Agreement contained in Section 3 hereof are subject to the prior or concurrent satisfaction of each of the following conditions: (a) Pubco shall have completed an initial public offering of common stock pursuant to an effective registration statement under the Securities Act of 1933 (as amended) on a firm commitment basis in which the aggregate Net Proceeds received by Pubco are not less than $100,000,000 (the “IPO”). (b) The Restructure shall have been completed substantially in accordance with the Steps Plan (other than any components thereof expressly designated as “optional” on the Steps Plan). (c) The Administrative Agent shall have received copies of all of the material agreements, instruments and undertakings to which any of the Loan Parties are bound or by which any such Person or any of its Property is bound or affected relating to, or arising out of, the Restructure (and expressly including all modifications, amendments and supplements to the Senior Notes Documents entered into in connection with the Restructure) (the “Restructure Documents”), each of which shall be certified by the Borrower Representative as true, correct and complete. (d) Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) shall have entered into a Loan Party Joinder Agreement and Collateral Documents, and executed and delivered, or caused to be executed and delivered, to the Applicable Agents such documents, agreements and instruments (including opinions of counsel), and taken or caused to be taken all such further actions which would be required pursuant to Section 5.14(a) and (b) of the Credit Agreement if Holdings were a newly acquired or organized Subsidiary of a Loan Party, and pursuant to which Holdings will become effective a party to the Credit Agreement and the other Loan Documents as a Loan Party and provide security over is property and assets of such Revolving Commitment Increase Effective Date; provided that:the type that constitutes Collateral granted by the other Loan Parties. (e) The Partnership shall have been released in full from all of its obligations and liabilities under the Senior Notes Documents. (f) The Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent, an amendment or joinder to the Senior Notes Intercreditor Agreement duly executed and delivered by Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) (and an acknowledgment from the parties thereto), in each case as deemed reasonably necessary by the Administrative Agent. (g) The Administrative Agent shall have received an updated perfection certificate with respect to Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) after giving effect to the Restructure. (h) The Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent, Schedules 3.15A and 3.15B pursuant to Section 3.16 of this Amendment. (i) Each Lender shall have received such information as it shall have reasonably requested with respect to Holdings (for this purpose as defined in the condition set forth Credit Agreement after giving effect to the amendments in Section 6.2(c3 hereof) shall be satisfied and each direct or indirect parent company of Holdings (except for this purpose as otherwise set forth defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) in order to comply with “know your customer” requirements under applicable Increase Revolving Joinder);law and such Lender’s internal policies. (iij) Each representation and warranty of the representations Loan Parties in the Credit Agreement and warranties made by any Loan Party in or pursuant to the other Loan Documents shall be true and correct in all material respects on after giving effect to the Restructure and as of such date as if made on and as of such date (the amendments to the Credit Agreement contained in Section 3 hereof except (A) to the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case such representation and warranty shall be they were true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);earlier date. (iiik) no No Default or Event of Default shall have occurred which is continuing before and be continuing or would result after giving effect to the Restructure and the amendments to the Credit Agreement contained in Section 3 hereof. (l) Administrative Agent shall have received a certificate from the borrowings Borrower Representative in form and substance satisfactory to be made on the Revolving Commitment Increase Effective Date (except as otherwise Administrative Agent certifying to the satisfaction of each condition set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under this Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction6.1.

Conditions. The Incremental Revolving Each Commitment Increase shall become effective on the proposed effective date set forth in the Borrowers’ request for a Commitment Increase or such later date as of such Revolving Commitment the Administrative Agent and the Borrowers agree (the “Increase Effective Date; provided that”), which in any event shall be on or after the date on which the Administrative Agent shall have received: (i) the condition set forth an Additional Lender Supplement for each Additional Lender participating in Section 6.2(c) shall be satisfied (except as otherwise set forth such Commitment Increase and an Increasing Lender Supplement for each Increasing Lender participating in the applicable Increase Revolving Joinder)such Commitment Increase, in each case duly executed by all parties thereto; (ii) Each such documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrowers to request Letters of Credit hereunder after giving effect to such Commitment Increase as the Administrative Agent may reasonably request; (iii) such evidence of appropriate corporate or other organizational authorization on the part of the Borrowers, Parent and the other Obligors with respect to such Commitment Increase as the Administrative Agent may reasonably request; (iv) if requested by the Administrative Agent, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and the Obligors reasonably satisfactory to the Administrative Agent, covering such matters relating to such Commitment Increase as the Administrative Agent may reasonably request; (v) a certificate of a Responsible Officer of Parent, dated such Increase Effective Date, certifying that (A) the representations and warranties made by any set forth in Article VI and in the other Loan Party Documents are true and correct in or pursuant all material respects (except to the Loan Documents extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all material respects on respects) as of, and as of if such date as if representations and warranties were made on on, such Increase Effective Date (unless such representation and as of such date (except (A) warranty expressly relates to the extent made as of a specific an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects on and as of such specific date and (B) representations and warranties except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects); provided that, if the primary purpose ) as of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations earlier date) and (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiB) no Default or Event of Default shall have has occurred and be is continuing or would result from the borrowings to be made on the Revolving Commitment such Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementDate; and (ivvi) other customary closing certificates and documentation (similar to the Borrower shall deliver or cause documentation required to be delivered a duly executed on the Effective Date under Section 5.01, to the extent applicable) relating to such Commitment Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by as the Administrative Agent in connection with any such transactionmay reasonably request.

Conditions. The Incremental Revolving Investor’s Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided that: be subject to (ia) the condition execution and delivery of the Transaction Agreement by all parties thereto, (b) the satisfaction or waiver by Parent and Merger Sub of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Section 6.2(c) shall Article 7 of the Transaction Agreement (in each case, other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), (except as otherwise set forth c) the substantially contemporaneous, or prior, funding of the Debt Financing (or, if applicable any Alternative Financing) in accordance with the terms of the applicable Increase Revolving Joinder); (ii) Each Commitment Letter at the Closing if each of the representations Commitment and warranties made the Other Investors’ Commitments is funded and (d) the substantially simultaneous consummation of the Closing in accordance with the terms of the Transaction Agreement. If the amount required to be paid by any Loan Party in or Parent pursuant to the Loan Documents shall be true Transaction Agreement is less than the aggregate sum of the Investor’s Commitment as funded and correct in all material respects on and the Other Investors’ Commitments as of such date as if made on and as of such date (except (A) funded, solely to the extent made as Parent does not require the full amount of a specific date, in which case such representation the Commitment and warranty shall the Other Investors’ Commitments to fund (a) the Merger Consideration required to be true and correct in all material respects on and as paid by Parent at the Closing pursuant to Article 3 of such specific date the Transaction Agreement and (Bb) representations pay the Transaction Expenses, the Investor’s Commitment hereunder and warranties qualified by materiality shall the Other Investors’ Commitments will each be true accordingly reduced with such reduction allocated to the Investor’s Commitment and correct in all respects)the Other Investors’ Commitments on a pro rata basis; provided that, if that (x) it will thereafter be possible for Parent to satisfy payments (and without breaching the primary purpose terms of such Incremental Revolving the Debt Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 Letter or causing the failure of any of the conditions set forth therein) with the consent Investor and the Other Investors contributing less than the full amount of only the Revolving LendersCommitment and the Other Investors’ Commitments, then respectively and (y) such amounts referred to in the foregoing shall be limited to the Specified Representations clauses (other than Section 5.19 with respect to the target in such Permitted Acquisition a) and its subsidiaries); (iiib) no Default or Event of Default shall have occurred are actually funded at Closing and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionnot returned.

Conditions. The Incremental Revolving Commitment above stated indemnity is subject to the following conditions; provided, however that any failure to satisfy such conditions shall become effective as of such Revolving Commitment Increase Effective Date; provided thatexcuse iSecureTrac from its indemnification obligation hereunder only to the extent (if any) that it is prejudiced thereby: (ia) DISTRIBUTOR must promptly notify iSecureTrac in writing of any claim of infringement covered by such indemnity upon obtaining actual knowledge thereof and provide iSecureTrac, at its reasonable request and at iSecureTrac's expense, with the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)reasonable assistance, information and cooperation necessary to defend against any such claim or litigation; (b) DISTRIBUTOR must grant iSecureTrac sole authority to defend or settle such claim with counsel reasonably satisfactory to DISTRIBUTOR, except that the iSecureTrac shall not settle any such claim without first obtaining DISTRIBUTOR's prior written consent, unless: (i) such settlement contains no finding or admission of fault or violation of law on the part of DISTRIBUTOR, (ii) Each of the representations sole relief provided in such settlement is monetary damages that are paid in full by iSecureTrac, and warranties made by (iii) if iSecureTrac fails to retain counsel or otherwise defend any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific dateclaim, DISTRIBUTOR may, in which case DISTRIBUTOR's sole discretion and without prior notice to or approval from iSecureTrac, defend or settle such representation claim at iSecureTrac's sole cost and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)expense; (iiic) no Default Any costs paid by iSecureTrac for such claim pursuant to its indemnity hereunder that are incurred or Event of Default recovered in such litigation or negotiation shall have occurred and be continuing or would result from the borrowings accrue to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementiSecureTrac's account; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. (a) The Incremental Revolving Commitment Company, on its own initiative, shall become effective as not change the terms and conditions of such Revolving Commitment Increase Effective Date; provided that: any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the condition set forth terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in Section 6.2(cthe terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be satisfied that are required due to the reasons identified in clauses (except i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the applicable Increase Revolving Joinder); (ii) Each Inception Date of the representations terms and warranties conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by any Loan Party in or the Reinsurer pursuant to the Loan Documents shall be true and correct Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in all material respects on and as any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such date LBL Contract as if made on and as of such date (except (A) to the extent made as of a specific datenon-approved changes, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default amendments or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionmodifications had not been made.

Conditions. The Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date or, solely with respect to an Incremental Term Loan Commitment the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than a majority of the commitments to provide such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on the date on which the related acquisition agreement is executed and becomes effective (any such date, an “Permitted Acquisition Agreement Signing Date”); (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as otherwise of such earlier date, and except that for purposes of this Section 2.16(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided, that with respect to Incremental Commitments the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain Provisions”, (i) the representation and warranty in the second sentence of Section 5.07 shall be deemed to expressly relate to the applicable Permitted Acquisition Signing Date and (ii) in the case of such Incremental Commitments that are Incremental Term Loan Commitments, the bring-down of such representations and warranties may be modified to reflect customary “Funds Certain Provisions” as agreed to by Administrative Agent and the holders of such Incremental Term Loan Commitments; (iii) on a Pro Forma Basis (assuming that such Incremental Commitment is fully drawn and giving effect to any Acquisition being consummated with advances under such Incremental Commitments), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11; (iv) the applicable Increase Borrower shall make any breakage payments in connection with any adjustment of Revolving JoinderLoans pursuant to Section 2.16(d); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (ivv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder customary officer’s certificates and any customary legal opinions or other documents to the extent reasonably requested by the Administrative Agent in connection with any such transactionAgent.

Conditions. The Incremental Revolving Investor’s obligation to fund, or cause to be funded, the Commitment shall become effective pursuant to this letter agreement is subject to the satisfaction of the following conditions, as of such Revolving Commitment Increase Effective Date; provided thatapplicable: (a) With respect to Section 1(a) above, either (i) the condition satisfaction, or express written waiver by Parent and Merger Sub, at Closing, of all conditions precedent to the obligations of Parent and Merger Sub to accept for payment, and pay for, those Shares validly tendered pursuant to the Offer, and not validly withdrawn, set forth in Section 6.2(cAnnex I to the Merger Agreement, or (ii) a Final Order shall be satisfied (except as otherwise have been obtained awarding specific performance or other equitable remedy to specifically enforce Parent’s and Merger Sub’s obligations to accept for payment, and pay for, those Shares validly tendered pursuant to the Offer, and not validly withdrawn, or to consummate the Closing on the terms and conditions set forth in the applicable Increase Revolving JoinderMerger Agreement (the “Closing Specific Performance Remedy”);; provided that (1) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(a) above in any amount in excess of the Commitment, (2) the equity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(a) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(a), and not for any other purpose and (3) funding of the Commitment with respect to Section 1(a) above will occur substantially contemporaneously with the Offer Acceptance Time. In the event that the Transaction Consideration is reduced in accordance with the terms of the Merger Agreement and therefore Parent and Merger Sub do not require Investor to fund all of the equity financing with respect to which Investor has made its Commitment in order to consummate the Transactions contemplated by the Merger Agreement, then the amount required to be funded by Investor under this letter agreement pursuant to Section 1(a) will be correspondingly reduced. In the event that Parent and Merger Sub do not require the total aggregate amount of the Commitment in order to consummate the Transactions, the amount to be funded under this letter agreement will be reduced, without limitation, by the amount (if any) of the debt financing proceeds funded at the Closing to fund a portion of the Transaction Consideration and to pay related expenses and other amounts payable by Parent or Merger Sub at the Closing. (b) With respect to Section 1(b) above, a Final Order shall be obtained awarding the Company damages arising out of, caused by or resulting from a Willful Breach by Parent or Merger Sub of their obligations under the Merger Agreement, in each case, in the aggregate, up to the Willful Breach Cap Amount and subject to the terms and conditions of the Merger Agreement; provided that (i) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(b) above in any amount in excess of the Willful Breach Cap Amount, (ii) Each the equity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(b) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(b), and not for any other purpose and (iii) funding of the representations and warranties made amount payable for damages arising out of, caused by any Loan Party in or resulting from a Willful Breach pursuant to Section 1(b) above, which such amount shall not exceed the Loan Documents shall be true and correct in all material respects on and as Willful Breach Cap Amount, will occur within two Business Days of receipt of such date as if made on Final Order. (c) With respect to Section 1(c) above, the valid termination of the Merger Agreement by Parent or the Company pursuant to and as in accordance with Section 8.1(c) of such date the Merger Agreement; provided that (except (A1) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(c) above in any amount in excess of the extent made as of a specific dateParent Termination Fee, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B2) representations the equity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(c) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(c), and warranties qualified by materiality shall be true not for any other purpose and correct in all respects); provided that, if (3) the primary purpose funding of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 Parent Termination Fee with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiSection 1(c) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made above will occur on the Revolving Commitment Increase Effective Date (except as otherwise set forth in day the applicable Increase Revolving Joinder); provided that, if the primary purpose of Merger Agreement termination occurs and substantially contemporaneously with such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactiontermination.

Conditions. 5.1 The Incremental Revolving Commitment shall become effective as provision of such Revolving Commitment Increase Effective Datefunding by the City pursuant to sections 2.3, 2.4 and 2.7 is subject to the following conditions precedent, each of which is for the exclusive benefit of the City, and may be waived in full or in part by the City by written notice to the Proponent: (a) the Proponent is the registered owner in fee simple of the lands described in Schedule “L”; (b) any Contribution Agreement referred to in section 3.4 remaining in force and the Proponent being in good standing thereunder; (c) there being no Claim for Lien under the Construction Lien Act registered against the Project; (d) there being in existence no unregistered lien or statutory claim having priority against the Project; (e) the Proponent's title to the Project being free from any encumbrances other than the Permitted Encumbrances; (f) the Proponent being in good standing under all of the Permitted Encumbrances; (g) there being no work orders issued against the Project by any governmental entity, agency or official; (h) the Proponent having provided the City with the security documents required by section 7 and in accordance with the said section; provided that:and (i) all funds provided by means of a Contribution by Others due on or before a disbursement date hereunder having been fully advanced to the condition set forth Proponent on or before such disbursement date and having been secured by by-law, agreement or otherwise and attached as Schedule "C". 5.2 If any of the conditions contained in Section 6.2(c) section 5.1 have not been fulfilled on the date for the disbursement of the Loan by the City pursuant to sections 2.3 or 2.4 and are not waived by the City pursuant to section 5.1, the City shall be satisfied under no obligation to make any advance of the Loan to the Proponent and the City shall thereupon have the right to terminate this Agreement and, in that event, neither party to this Agreement shall have any rights or obligations hereunder, save and except that the City may, notwithstanding such termination, bring an action against the Proponent for all losses, costs and expenses, including, without limitation, reasonable legal fees incurred by the City in connection with this Agreement where the non- performance or non-fulfillment of a condition is a result of a breach of a covenant by the Proponent. 5.3 The provision of Funds by the City pursuant to section 2.6 is subject to the following conditions precedent, each of which is for the exclusive benefit of the City, and may be waived in full or in part by the City by written notice to the Proponent: (except as otherwise set forth a) any Contribution Agreement referred to in section 3.4 remaining in force and the applicable Increase Revolving Joinder)Proponent being in good standing thereunder; (iib) Each of there being no Claim for Lien under the representations and warranties made by any Loan Party in or pursuant to Construction Lien Act registered against the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Project; (iiic) there being in existence no Default unregistered lien or Event statutory claim having priority against the Project; (d) the Proponent’s title to the Project being free from any registered encumbrances other than the Permitted Encumbrances; (e) the Proponent being in good standing under all of Default shall have occurred the Permitted Encumbrances; (f) there being no work orders issued against the Project by any governmental entity, agency or official; (g) the City has approved the information reports required in section 8.1 (c) ; (h) the City has approved the Proponent's Targeting Plan and be continuing or would result from has advised the borrowings to be made City, on an annual basis, that the Revolving Commitment Increase Effective Date (except as otherwise set forth Proponent is in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, compliance with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionTargeting Plan.

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.01(d) unless, immediately after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming that the cash proceeds of such Revolving Commitment Increase Effective DateIncremental Facility are not netted), and the application of the proceeds therefrom, (A) no Event of Default shall exist; provided that: that in the case of Incremental Facilities being used to finance a Limited Condition Acquisition, compliance with this clause (i) the condition set forth in Section 6.2(cA) shall be satisfied determined as of the LCA Test Date and no Specified Event of Default (except as otherwise set forth in other than a Specified Event of Default pursuant to Section 11.01(c)) shall exist at the applicable Increase Revolving Joinder)time of consummation of such Limited Condition Acquisition; (iiB) Each of the [reserved]; (C) all representations and warranties made by any Loan each Credit Party contained herein or in or pursuant to the Loan other Credit Documents shall be true and correct in all material respects on respects, in each case, with the same effect as though such representations and as of such date as if warranties had been made on and as of the date of such date Credit Extension (except (A) where such representations and warranties expressly relate to the extent made as of a specific an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, that any representation and or warranty that, by its terms, is qualified as to “materiality”, “Material Adverse Effect” or similar language or subject to dollar thresholds, shall be true and correct in all material respects in accordance with its terms on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)respective dates; provided further that, if the primary purpose proceeds of such Incremental Revolving Commitment is Term Loan are being used to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving LendersAcquisition, then the foregoing condition in this clause (B) shall instead be that no Lender shall be limited obligated to fund the Incremental Term Loan with respect thereto unless the representations and warranties contained in the agreement relating to the Specified Representations (other than Section 5.19 with respect Limited Condition Acquisition as are material to the target interests of the Agent and the Lenders shall be true and correct, but only to the extent that a Credit Party, or an Affiliate of a Credit Party, has the right to terminate its obligations under such agreement (or the right not to consummate the Limited Condition Acquisition under such agreement) as a result of the failure of such representations and warranties to be true and correct as of such date (except to the extent relating to an earlier date, in which case as of such Permitted Acquisition and its subsidiariesearlier date); (iiiD) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose proceeds of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition Facility shall be used for Investments permitted under Section 8.7by this Agreement, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitmentgeneral working capital, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; general corporate purposes, capital expenditures and Permitted Acquisitions, permitted Restricted Payments and any other transaction permitted by this Agreement, and (ivE) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any shall have received a certificate of an Authorized Officer of the Borrower at least three (3) Business Days prior to the proposed date of such transactionincurrence certifying as to the foregoing.

Conditions. The Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided that: Notwithstanding anything in this Award Agreement or the Plan to the contrary: (ia) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided thatCompany may, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lendersit shall determine it necessary or desirable for any reason, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution grant of the relevant definitive acquisition agreementOption or the issuance of any Shares pursuant to the Option, require Grantee, as a condition to the receipt hereof or to the receipt of Shares issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Option or the Shares issued pursuant thereto for his or her own account for investment and not for distribution; and and (ivb) if at any time the Borrower shall deliver Company further determines, in its sole discretion, that the listing, registration or cause to be delivered qualification (or any updating of any such document) of the Option or the Shares issuable pursuant thereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a duly executed Increase Revolving Joinder and any customary legal opinions condition of, or other documents reasonably requested by the Administrative Agent in connection with the award of the Option, the issuance of Shares pursuant thereto or the removal of any restrictions imposed on such transactionShares, the Option shall not be granted or such Shares shall not be issued or such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Notwithstanding any other provision of the Plan, this Award Agreement or any other agreements entered into pursuant to the Plan, the Company will not be required to issue any Shares under this Award Agreement or the Plan, and Grantee may not sell, assign, transfer or otherwise dispose of Shares issued pursuant to the Award granted under the Plan, unless (a) there is in effect with respect to such Shares a registration statement under the Securities Act, and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing Shares, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions. The Committee may restrict the rights of Grantee to the extent necessary to comply with Section 16(b) of the Exchange Act, the Code or any other applicable law or regulation. The grant of the Option pursuant to this Award Agreement and the Plan shall not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

Conditions. The Incremental Revolving Commitment above stated indemnity is subject to the following conditions; provided, however that any failure to satisfy such conditions shall become effective as of such Revolving Commitment Increase Effective Date; provided thatexcuse iSecureTrac from its indemnification obligation hereunder only to the extent (if any) that it is prejudiced thereby: (ia) DISTRIBUTOR must promptly notify iSecureTrac in writing of any claim of infringement covered by such indemnity upon obtaining actual knowledge thereof and provide iSecureTrac, at its reasonable request and at iSecureTrac's expense, with the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)reasonable assistance, information and cooperation necessary to defend against any such claim or litigation; (b) DISTRIBUTOR must grant iSecureTrac sole authority to defend or settle such claim with counsel reasonably satisfactory to DISTRIBUTOR, except that the iSecureTrac shall not settle any such claim without first obtaining DISTRIBUTOR's prior written consent, unless: (i) such settlement contains no finding or admission of fault or violation of law on the part of DISTRIBUTOR, (ii) Each of the representations sole relief provided in such settlement is monetary damages that are paid in full by iSecureTrac, and warranties made by (iii) if iSecureTrac fails to retain counsel or otherwise defend any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific dateclaim, DISTRIBUTOR may, in which case DISTRIBUTOR's sole discretion and without prior notice to or approval from iSecureTrac, defend or settle such representation claim at iSecureTrac's sole cost and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)expense; (iiic) no Default Any costs paid by iSecureTrac for such claim pursuant to its indemnity hereunder that are incurred or Event of Default recovered in such litigation or negotiation shall have occurred and be continuing or would result from the borrowings accrue to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementiSecureTrac's account; and (ivd) If a preliminary injunction or final judgment is entered against DISTRIBUTOR's use, resale, distribution, or operation of any Product because of any alleged infringement, then in addition to the Borrower indemnity provided herein, iSecureTrac, at its own expense and option shall deliver (i) modify or cause replace the Product so that it becomes non-infringing while providing equivalent performance, functionality, and compatibility; or (ii) procure for DISTRIBUTOR the right to be delivered continue to use and resell Products; or (iii) in the event iSecureTrac has been unable to achieve such procurement or modifications despite its best efforts, to refund to DISTRIBUTOR the Price DISTRIBUTOR paid for such Product or Products less a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionstraight line depreciation for actual use computed based on a five (5) year useful life.

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Facility, that the entire amount of such Revolving Commitment Increase Incremental Facility is funded), and the application of the proceeds therefrom: (A) no Default or Event of Default shall exist on the Incremental Effective Date; provided that: provided, that to the extent the proceeds of such Incremental Facility are being used to finance the a Limited Condition Acquisition, the Lenders providing such Incremental Facility may agree to fund such Incremental Facility if (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to date of signing the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) Agreement no Default or Event of Default shall have occurred and be continuing or would result from and (ii) as of the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose date of funding of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted Facility no Default or Event of Default under Section 8.78.1(a), with Section 8.1(f) or Section 8.1(g) shall have occurred and is continuing at such time of funding; (B) no commitment of any Lender shall be increased without the consent of only such Lender, and any Person providing an Incremental Term Loan Commitment that is not a Lender shall satisfy the Revolving Lenders providing requirements under Section 10.9(b) of a permitted assignee of the Term Loans; (C) proceeds of such Incremental Revolving CommitmentTerm Loan will be used for working capital and other general corporate purposes of Borrower and its Subsidiaries (including for Consolidated Capital Expenditures, Permitted Acquisitions, other permitted Investments, Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementLoan Documents); (D) [Reserved]; and (ivE) Agent shall have received a certificate of a Responsible Officer of the Borrower shall deliver or cause certifying as to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionforegoing.

Conditions. The Such Incremental Revolving Commitment Term Loan Commitments shall become effective as of such Revolving Commitment Increase Effective Date; provided that: (i) subject to Section 1.06, no Event of Default (or, in the condition set forth in case of an Incremental Facility the proceeds of which will be used for a Permitted Acquisition, other Investment or Limited Condition Transaction, no Event of Default under Section 6.2(c8.01(a), (b), (g) (solely with respect to the Borrowers) or (h) (solely with respect to the Borrowers)) shall have occurred and be satisfied continuing at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof and the lenders providing such Incremental Facility may waive or not require any of the conditions of this clause (i) (except as otherwise set forth in the applicable Increase Revolving Joinderthat no Event of Default under Section 8.01(a), (b), (g) or (h) may be so waived); (ii) Each the proceeds of the Incremental Term Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the Loan Documents; (iii) [reserved]; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples above such amount of $1,000,000, or in each case as the Borrower Agent and the Administrative Agent shall otherwise reasonably agree (except, in each case, such minimum amount shall not apply when the Borrowers use all of the Incremental Term Loan Commitments available at such time or to the extent the Administrative Agent approves a lower amount); (v) any Incremental Facilities may be (A) secured by the Collateral on a senior basis to the Term Loans, (B) secured by the Collateral on a pari passu basis with the Term Loans, (C) secured by the Collateral on a junior basis to the Term Loans or (D) unsecured and, in the case of clauses (A), (C) and (D), shall be established as a separate facility from the then existing Term Loans; provided that if any such separate facility is secured, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to the Intercreditor Agreement and, (x) if secured on a pari passu basis with the Secured Obligations, a Pari Intercreditor Agreement and (y) if secured on a junior basis to the Secured Obligations, an Other Intercreditor Agreement (provided that, in each case, so long as such Senior Representative is joined to the Intercreditor Agreement and/or such Pari Intercreditor Agreement or Other Intercreditor Agreement, as applicable, by way of a joinder agreement in substantially the form of the applicable form of joinder agreement attached thereto without any material changes therefrom or to the Intercreditor Agreement and/or such Pari Intercreditor Agreement or Other Intercreditor Agreement, as applicable, in connection with such joinder, or such intercreditor agreement or joinder is Otherwise Acceptable, no acknowledgement or countersignature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)). No Incremental Facility shall (x) be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral, (y) be incurred by any entity other than a Borrower or a Guarantor and (z) be guaranteed by any Person (in the case of any borrowing under any private equity fund facility of a direct or indirect equityholder of Holdings, any Subsidiary) unless such Person (in the case of any borrowing under any private equity fund facility of a direct or indirect parent of Holdings, such Subsidiary) is a Borrower or a Guarantor that shall have previously or substantially concurrently Guaranteed or become a Borrower with respect to the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, subject to (A) customary “SunGard” limitations (to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition, other Investment or Limited Condition Transaction (and such limitations shall, for the avoidance of doubt, include a limitation to customary specified representations)) or (B) in the case of any “certain funds” Limited Condition Transaction in any non-U.S. jurisdiction, conditionality as is customary or required in such jurisdiction, each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Party in or pursuant to the Loan Documents Document shall be true and correct in all material respects (except that any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such date credit extension (or, if incurred in connection with a Limited Condition Transaction, the LCT Test Date) with the same effect as if though made on and as of such date (date, except (A) to the extent made as of a specific such representations and warranties expressly relate to an earlier date, in which case such representation representations and warranty warranties shall be true and correct in all material respects on (except that any representation and warranty that is qualified as of such specific date and (B) representations and warranties qualified by materiality to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); provided that, if the primary purpose ) as of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionearlier date.

Conditions. The Incremental Revolving Commitment Notwithstanding anything to the contrary herein, the obligation of the Company to consummate any conversion under this Section 7 shall become effective as be subject to the satisfaction, or waiver by the Company, of such Revolving Commitment Increase Effective Date; provided thateach of the following conditions: (i) all approvals or authorizations of, filings and registrations with, and notifications to, all Governmental Authorities, if any, required to consummate such conversion (including the condition set forth in Section 6.2(cissuance and delivery of the Lazard Ltd Stock) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)full force and effect and all waiting periods required by law shall have expired or been terminated, and no Burdensome Condition shall have been imposed by any Governmental Authority in connection therewith; (ii) Each all approvals of shareholders of Lazard Ltd required by law or regulation (including, for the avoidance of doubt, the rules and regulations of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (ANew York Stock Exchange, Inc.) to consummate such conversion (including the extent made as issuance and delivery of a specific date, in which case such representation and warranty the Lazard Ltd Stock) shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)have been obtained; provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);and (iii) no Default statute, rule, regulation, judgment, decree, injunction or Event other order (whether temporary, preliminary or permanent) of Default any Governmental Authority that, in each case, prohibits consummation of such conversion (including the issuance and delivery of the Lazard Ltd Stock) shall have occurred been enacted, issued, promulgated, enforced or entered. With respect to each of the foregoing conditions, the Company and be continuing or would result from the borrowings Holder hereby undertake to use commercially reasonable efforts to cause, and to assist the other in causing, each such condition to be made on the Revolving Commitment Increase Effective Date (except satisfied as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose promptly as practicable after written notice of such Incremental Revolving Commitment is conversion shall have been given by the Holder in accordance with Section 7(c)(iii), and, to finance a Limited Condition Acquisition permitted under Section 8.7the extent reasonable, with the consent of only the Revolving Lenders providing to take such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time other actions as are necessary or advisable to consummate such conversion as of the execution of desired Conversion Date or as promptly as practicable thereafter. Notwithstanding anything herein to the relevant definitive acquisition agreement; and (iv) the Borrower contrary, nothing in this Note shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.deemed to

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.17 unless, after giving effect to such Incremental Facility, the Term Loans to be made thereunder, and the application of such Revolving Commitment Increase Effective Date; provided thatthe proceeds therefrom: (i) no Default or Event of Default shall exist at the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)time of funding; (ii) Each calculated on a pro forma basis immediately after giving effect to such Incremental Facility (A) the Loan Parties shall be in compliance with the Financial Covenant set forth in Section 6.07 as of the last day of the Fiscal Month most recently ended and (B) Holdings shall have demonstrated projected pro forma compliance with the Financial Covenant set forth in Section 6.07 for the immediately succeeding twelve (12) full Fiscal Month period ending after the funding of the Incremental Facility and the use of proceeds therefrom; (iii) the representations and warranties made by any Loan Party contained in or pursuant to Article IV and the other Loan Documents shall be are true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case that such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties is qualified by materiality or a Material Adverse Effect standard in which case it shall be true and correct in all respects); provided that, if ) on and as of the primary purpose effective date of such Incremental Revolving Commitment is funding, except to finance a Limited Condition Acquisition permitted under Section 8.7 the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (in compliance with the consent foregoing standard) as of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)earlier date; (iiiiv) no Default or Event of Default Administrative Agent shall have occurred and received a certificate of an Authorized Officer of Borrower Representative certifying as to the foregoing; (v) the proceeds of each Incremental Term Loan shall be continuing or would result from used for the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise purposes set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement2.04; and (ivvi) Administrative Agent shall have received, to the Borrower extent Administrative Agent shall deliver have required or cause to be delivered a duly executed Increase Revolving Joinder and any requested, customary legal opinions or other documents reasonably requested by from Borrowers’ counsel, customary evidence of authorization with respect to any of the officers executing the Incremental Facility and related documentation on behalf of the Borrowers, Organizational Documents and good standing certificates from Borrowers in their jurisdictions of organization and a solvency, secretary certificate and officer’s certificate from Borrowers, in each case, in form and substance satisfactory to Administrative Agent in connection with any such transactionits reasonable discretion.

Conditions. The Incremental Revolving Commitment This Agreement shall become effective as of on the date on which the following conditions precedent have been satisfied or waived (the date on which such Revolving Commitment Increase conditions shall have been so satisfied or waived, the “Amendment Effective Date; provided that:”): (ia) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in Credit Parties, the applicable Increase Revolving Joinder);Administrative Agent, the Required Lenders and the Issuing Lenders. (iib) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment Effective Date shall have been paid. (c) Each of the representations and warranties made by any Loan Party the Credit Parties in or pursuant to the Loan Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “Material Adverse Effect” shall be true and correct in all respects) on and as of such date the Amendment Effective Date as if made on and as of such date (except (A) for such representations and warranties expressly stated to the extent be made as of a specific date, an earlier date (in which case such representation representations and warranty warranties shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respectsearlier date); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);. (iiid) no No Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made exist on the Revolving Commitment Increase Amendment Effective Date Date. (except e) The Administrative Agent shall have received an officer’s certificate from an Authorized Officer of the Company and dated as otherwise of the Amendment Effective Date, certifying that each condition set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time Sections 3(c) and (d) hereof have been satisfied on and as of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionAmendment Effective Date.

Conditions. The Incremental Revolving Commitment obligations and liabilities of Infonet to a person or entity seeking indemnification (an "Indemnified Party") under this Closing Agreement with respect to claims resulting from the assertion of liability by third parties shall become effective as be subject to the following conditions: a. The Indemnified Party shall give written notice to Infonet of the nature of the assertion of liability by a third party and the amount thereof promptly after the Indemnified Party learns of such Revolving Commitment Increase Effective Date; provided that:assertion. The Indemnified Party also shall give written notice to Infonet of any assertion of liability made by it against GSI and shall provide Infonet with a copy of such assertion. The foregoing notwithstanding, failure of an Indemnified Party to comply with its obligations under this Section 8 shall affect its right to indemnity only to the extent Infonet demonstrates actual damage caused by such failure. b. If any Action is brought by a third party against an Indemnified Party, the Action shall be defended by Infonet and such defense shall include all appeals or reviews which counsel for Infonet shall deem appropriate. Until Infonet shall have assumed the defense of any such Action, or if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to the Indemnified Party that are different from or in addition to those available to Infonet (in which case Infonet shall not be entitled to assume the defense of such Action), all legal or other expenses reasonably incurred by the Indemnified Party shall be borne by Infonet and shall be repaid to Infonet by the Indemnified Party if it is finally determined that Infonet was not liable or responsible for the claim underlying the Action. c. In any Action initiated by a third party and defended by Infonet, (i) the condition set forth in Section 6.2(c) Indemnified Party shall have the right to be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); represented by advisory counsel and accountants, at its own expense, (ii) Each of Infonet shall keep the representations and warranties made by any Loan Indemnified Party in or pursuant fully informed as to the Loan Documents shall be true and correct in all material respects on and as status of such date as if made on and as of such date (except (A) to Action at all stages thereof, whether or not the extent made as of a specific dateIndemnified Party is represented by its own counsel, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default the Indemnified Party shall have occurred make available to Infonet, and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatits attorneys and accountants, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time all books and records of the execution of the relevant definitive acquisition agreement; and Indemnified Party relating to such Action, and (iv) the Borrower parties shall deliver render to each other such assistance (including, without limitation, as contemplated by Section 4.6 of the Acquisition Agreement) as may be reasonably required for the proper and adequate defense of such Action. d. In any Action initiated by a third party and defended by Infonet, Infonet shall not make any settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or cause delayed. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to be delivered withhold consent to a duly executed Increase Revolving Joinder and any customary legal opinions settlement involving injunctive or other documents reasonably requested by equitable relief against the Administrative Agent in connection with any such transactionIndemnified Party or its assets, employees or business.

Conditions. The Incremental Revolving Commitment shall become effective obligation of Cogentrix GP and Cogentrix LP to make the contributions described in Section 3.2 are subject to the satisfaction of each of the following conditions precedent (except those conditions, if any, that may be specifically waived in writing by Cogentrix GP or Cogentrix LP, as of such Revolving Commitment Increase Effective Date; provided that:appropriate): (ia) The Project Credit Facilities and the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Project Loan Documents shall have been approved by the Management Committee and the Project Loan Documents will be true executed by all parties thereto. An original executed copy of each Project Loan Document will be delivered to Cogentrix GP and correct in all material respects on and a copy thereof delivered to Cogentrix LP as of such date soon as if made on and as of such date available. (except (Ab) All conditions to the extent made closing of the Construction/Term Facility shall have occurred or been satisfied (other than evidence that the capital contributions described in Section 3.2 have been made) and all governmental consents, approvals, permits and licenses and other deliveries in connection with the Project which are required to be received by the Construction/Term Lender as a condition to the funding of a specific date, in which case the Construction/Term Facility and the Revolving Facility shall have been delivered or received. A copy of all such representation deliveries and warranty other evidence of the closing shall be true provided to Cogentrix GP and correct in all material respects on Cogentrix LP. (c) The contribution by VF Delaware contemplated by Section 3.1(a) shall have been made to the satisfaction of Cogentrix GP and as of such specific date Cogentrix LP and evidence thereof reasonably satisfactory to Cogentrix GP and Cogentrix LP shall have been provided to them by VF Delaware. (Bd) The following representations and or warranties qualified by materiality shall be true and correct in all respects, and are hereby made to Cogentrix GP and Cogentrix LP by VF Delaware and VF as an inducement to their making capital contributions to the Partnership: (i) Each of VF and VF Delaware (A) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, the ownership of which is 99% by Agro Power and 1% by VF (in the case of VF Delaware) or 1% by VF Delaware (in the case of VF); , (B) has full power and authority and the legal right to incur the obligations provided thatfor in this Agreement, if and (C) has taken all necessary action to authorize the primary purpose execution, delivery and performance of such Incremental Revolving Commitment this Agreement and the Project Documents and Project Loan Documents to which it is a party. (ii) This Agreement and the Project Documents and Project Loan Documents to finance which it is a Limited Condition Acquisition permitted under Section 8.7 party have been duly authorized, executed and delivered by VF Delaware and VF and constitute the legal, valid and binding obligations of each of VF Delaware and VF enforceable against it in accordance with the consent of only the Revolving Lenderstheir terms, then the foregoing shall except as enforceability may be limited to by general equitable principles and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);rights of creditors generally. (iii) no Default Neither the execution, delivery or Event performance by VF Delaware or VF of Default shall have occurred this Agreement or any of the Project Documents or Project Loan Documents to which it is a party, nor compliance by it with the terms and be continuing provisions hereof or would result from thereof, including, without limitation, the borrowings assignment of the Project Documents and Project Assets to be made on the Revolving Commitment Increase Effective Date Partnership, requires the consent or authorization of any other party (except such as otherwise set forth have been duly obtained), or conflicts or will conflict with or result in the applicable Increase Revolving Joinder); provided that, if the primary purpose a breach or violation of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time its charter documents or by-laws or any of the execution terms, conditions or provisions of the relevant definitive acquisition agreement; andany Requirement of Law applicable to it or its assets or business. (iv) It is not an "investment company" or a company "controlled" by an "investment company" within the Borrower shall deliver meaning of the Investment Company Act of 1940, as amended. (v) The representations and warranties of VF Delaware or cause VF or any of their respective Affiliates in or pursuant to any of the Project Documents or Project Loan Documents are true and correct as of the date hereof and are hereby deemed to be made to Cogentrix GP and Cogentrix LP, mutatis mutandis, as if fully set forth herein. (e) The following representations or warranties shall be true and correct in all respects, and are hereby made to VF Delaware and VF by Cogentrix GP and Cogentrix LP as an inducement to their making capital contributions to the Partnership: (i) Each of Cogentrix GP and Cogentrix LP (A) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (B) has full power and authority and the legal right to incur the obligations provided for in this Agreement, and (C) has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (ii) This Agreement and Project Loan Documents to which it is a party have been duly authorized, executed and delivered by Cogentrix GP and Cogentrix LP and constitute the legal, valid and binding obligations of each of Cogentrix GP and Cogentrix LP enforceable against it in accordance with their terms, except as enforceability may be limited by general equitable principles and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. (iii) Neither the execution, delivery or performance by Cogentrix GP and Cogentrix LP of this Agreement, nor compliance by it with the terms and provisions hereof, requires the consent or authorization of any other party (except such as have been duly obtained), or conflicts or will conflict with or result in a duly executed Increase Revolving Joinder and breach or violation of its charter documents or bylaws or any customary legal opinions of the terms, conditions or other documents reasonably requested provisions of any Requirement of Law applicable to it or its assets or business. (iv) It is not an "investment company" or a company "controlled" by an "investment company" within the Administrative Agent in connection with any such transactionmeaning of the Investment Company Act of 1940, as amended.

Conditions. The Incremental Revolving Commitment (i) As a condition precedent to each Term Loan Increase, the Borrower shall become effective deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of such Revolving Commitment the Term Loan Increase Effective Date; provided that: , signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (iA) certifying and attaching the condition set forth resolutions adopted by the Borrower or such Guarantor approving or consenting to such Term Loan Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in Section 6.2(cconnection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Term Loan Increase, as of the Term Loan Increase Effective Date no Default or Event of Default shall exist and be satisfied continuing and (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii2) Each of the representations and warranties made by any of the Borrower and each other Loan Party contained in Article V or pursuant to the any other Loan Documents shall be Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, 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 such date as if made on and as of such date (the Term Loan Increase Effective Date, except (A) to the extent made as of a specific that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be they are true and correct in all material respects on (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such specific date earlier date, and except that for purposes of this clause (B) i)(B)(3), the representations and warranties qualified by materiality contained in Sections 5.04(a) and (b) shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is deemed to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited refer to the Specified Representations most recent statements furnished pursuant to Sections 6.01(a) and (other than Section 5.19 with respect b), respectively. In addition, as a condition precedent to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thateach Term Loan Increase, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder such other officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date as are reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent in connection with any such transactionAgent. (ii) Each Term Loan Increase shall have the same terms as the outstanding Term Loan Loans and be part of the existing Term Loan Facility hereunder. Cash Collateral.

Conditions. The Incremental Revolving Commitment Term Loan Commitments shall become effective as of such Revolving Commitment Increase Effective Date; provided thatthe first date that the following conditions precedent have been satisfied: (i) the condition all conditions set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in 4.4 with respect to the applicable Increase Revolving Joinder)Incremental Projects shall have been met; (ii) Each of since the representations Closing Date, no event or circumstance which has had a Material Adverse Effect shall have occurred and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)continuing; (iii) no Default or Event of Default shall have occurred and be continuing as of the Incremental Satisfaction Date or would result from exist immediately after giving effect to the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andSatisfaction Date; (iv) all representations and warranties contained in this Agreement and the other Loan Documents (in each case with respect to each date of a Loan for a Project and as of each Inclusion Date with respect to an Incremental Project such representation or warranty as to any Project or any Project Company shall relate only to such Project or Project Company) shall be true and correct in all material respects on and as of the Incremental Satisfaction Date (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of the Incremental Satisfaction Date 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 true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; (v) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder officer’s certificates and any customary legal opinions or other documents with respect to the Increase Joinder to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Required Lenders; (vi) The Administrative Agent shall have received, at least ten (10) Business Days prior to the requested Incremental Satisfaction Date: (a) All documentation and other information regarding the Pledgors and the Obligors requested in connection with applicable “know your customer” rules and regulations, Anti-Money Laundering Laws, including the Patriot Act; and (b) Beneficial Ownership Certifications with respect to each Pledgor and each applicable Obligor. (vii) the Borrower has delivered a notice meeting the requirements set forth in this Section 2.3.1(b) at least forty-five (45) days prior to the Incremental Satisfaction Date; and (viii) no later than ten (10) Business Days before the Inclusion Date, the Borrower shall have delivered to the Administrative Agent (for delivery to each Lender and LC Issuer) (A) a final update to the most recently updated Base Case Projections, which Base Case Projections update shall be satisfactory to the Administrative Agent and the Required Lenders (in connection consultation with any such transactionthe Independent Engineer) and (B) a certificate of an Authorized Officer of the Borrower stating that the Base Case Projections were prepared in good faith based upon assumptions which the Borrower considers to be reasonable at the time made and at the time made available to the Administrative Agent, the Lenders and LC Issuers and as of the Incremental Satisfaction Date.

Conditions. 3.1 The Incremental Revolving Commitment Parties undertake to enter into the Promised Agreement subject to the fulfillment of the following conditions (“Conditions”): (a) obtainment of the Antimonopoly Approval (hereinafter, the „Condition 1”); (b) effective and final release of the guarantees issued by the Target Companies, as listed in items 2, 3 and 4 of the Schedule No. 15 hereto (hereinafter the “TC Guarantees”) (hereinafter, the “Condition 2”). 3.2 The Seller shall become effective as provide, or procure that the Target Companies shall provide, such reasonable assistance (including the provision of such Revolving Commitment Increase Effective Date; provided thatinformation and other documents reasonably necessary to support the applications to the Relevant Antimonopoly Office) as the Buyer may reasonably require in respect of the Condition 1. 3.3 Subject to the provisions of item (f) below: (a) The Buyer undertakes to use its best endeavors to obtain as promptly as practicable the Antimonopoly Approval, and shall take all actions as may be requested by the Relevant Antimonopoly Office to obtain such approval, including, without limitation, providing such information and other documents reasonably necessary to support the relevant application to and addressing any queries raised by the Relevant Antimonopoly Office. (b) The Buyer shall promptly submit (which shall in no event be later than 14 (fourteen) Business Days after the date of this Agreement) all filings and notifications with the Relevant Antimonopoly Office in order to obtain the Antimonopoly Approval. (c) The Parties shall cooperate with the reasonable requests of each other in seeking to obtain as promptly as practicable the Antimonopoly Approval. No Party shall take any action that they are aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of the Antimonopoly Approval. (d) Subject to applicable laws relating to the sharing of information, the Buyer shall: (i) promptly notify the condition set forth Seller of any communication the Buyer receives from the Relevant Antimonopoly Office in Section 6.2(c) shall be satisfied (except as otherwise set forth relation to this Agreement and permit the Seller to review in advance any proposed communication by the applicable Increase Revolving Joinder);Buyer to the Antimonopoly Office; and (ii) Each provide the Seller with copies of all correspondence, filings or communications between the Buyer or any of its representatives, on the one hand, and the Relevant Antimonopoly Office or members of its staff, on the other hand. (e) The Seller and the Buyer shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing, provided that the foregoing shall not require any Party to disclose any information that in the reasonable judgment of the representations and warranties made by Buyer or the Seller, as the case may be, would result in the disclosure of any Loan trade secrets of third parties or the breach of any of their respective confidentiality obligations. (f) No Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as required to comply with any provision of such date as if made on and as of such date (except (A) this Section 3.3 to the extent made as of a specific date, in which case that such representation compliance would be prohibited by applicable law. 3.4 The Parties shall keep each other fully informed and warranty shall be true and correct in all material respects on and as of such specific up to date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to their progress towards satisfaction of the target in such Permitted Acquisition Conditions and its subsidiaries); upon becoming aware of satisfaction of any of the Conditions shall notify the other Party thereof not later than within 1 (iiione) no Default or Event of Default shall have occurred and be continuing or would result Business Day from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of date such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time Party becomes aware of the execution satisfaction of the relevant definitive acquisition agreement; and (iv) Condition. In particular, the Borrower Buyer shall deliver or cause to the Seller, together with the relevant notification, a copy of the Antimonopoly Approval. Immediately after fulfillment of the Condition 2 all the pertinent documents confirming fulfillment of the Condition 2 shall be delivered a duly executed Increase Revolving Joinder placed in the VDR (as defined below). 3.5 The Condition 2 is stipulated for the benefit of the Buyer and the Buyer is entitled to waive that Condition 2 at any customary legal opinions or other documents reasonably requested by time. The foregoing waiver shall have the Administrative Agent in connection with any such transactionsame effect as fulfillment of Condition 2.

Conditions. The Any Incremental Term Loan Commitment or Incremental Revolving Commitment Commitment, as applicable, shall become effective as of such Revolving Commitment Increase its Incremental Facility Effective Date; provided that: (i) the condition set forth in Section 6.2(c5.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Incremental Term Joinder or Incremental Revolving Joinder, as applicable); (ii) Each each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties unless qualified by materiality materiality, in which case they shall be true and correct in all respects) on and as of such specific date); provided that, if the primary purpose of such Incremental Revolving Commitment Facility is to finance a Limited Condition Permitted Acquisition or an Investment permitted under Section 8.7 with the consent of only the Revolving Lenders7.7, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 4.19 with respect to the target in such Permitted Acquisition and its subsidiariesSubsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Incremental Facility Effective Date (except as otherwise set forth in the applicable Increase Incremental Term Joinder or Incremental Revolving Joinder, as applicable); provided that, if the primary purpose of such Incremental Revolving Commitment Facility is to finance a Limited Condition Permitted Acquisition or an Investment permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment7.7, the foregoing shall at the Borrower’s election instead be tested at the time limited to no Specified Event of the execution of the relevant definitive acquisition agreementDefault; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. The availability of Incremental Revolving Commitment shall become effective as Facilities under this Agreement will be subject solely to the following conditions, subject, for the avoidance of doubt, to any condition expressly set forth in Section 1.08, and measured on the date of the receipt of commitments under (assuming such Revolving Commitment Increase Effective Date; provided thatcommitments are fully drawn only on the date of receipt) such Incremental Facility: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from therefrom; provided that the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise condition set forth in this clause (i) may be waived or not required (other than with respect to Specified Events of Default) by the applicable Increase Revolving Joinder); provided that, Persons providing such Incremental Facilities if the primary purpose proceeds of the initial Borrowings under such Incremental Facilities will be used to finance, in whole or in part, any Permitted Investment or other Acquisition Transaction; (ii) the representations and warranties in the Loan Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Revolving Commitment is Facility; provided that the condition set forth in this clause (ii) may be waived or not required (other than with respect to finance (A) the Specified Representations and (B) the representation and warranty contained in Section 5.20) by the Persons providing such Incremental Facilities if the proceeds of the initial Borrowings under such Incremental Facilities will be used to finance, in whole or in part, a Limited Condition Acquisition permitted under Section 8.7, with Permitted Investment; and (iii) if the consent of only the Revolving Additional Lenders providing such Incremental Revolving CommitmentFacility require such information as a condition to providing such Incremental Facility, the foregoing Lenders shall have received at least three Business Days prior to the Borrower’s election instead be tested at closing date of such Incremental Facility all documentation and other information about the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents Loan Parties reasonably requested in writing by them at least ten Business Days prior to the Administrative Agent in connection with any closing date of such transactionIncremental Facility required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions. The Incremental Revolving Commitment 4.1 Completion shall become effective as of such Revolving Commitment Increase Effective Date; be subject to the following conditions being satisfied (or waived in accordance with Clause 4.10): (a) the Purchaser having received, by the date and time provided thatin Clause 4.2, confirmation from the CMA that either: (i) the acquisition of the Shares pursuant to this Agreement does not constitute a relevant merger situation within the meaning of Part 3 of the Enterprise ▇▇▇ ▇▇▇▇; or (ii) that there will not be a Phase 2 CMA Reference of the Transaction (“Merger Control Approval”), which such confirmation may be subject to conditions (including conditions which would require of the Purchaser Group to offer remedies or make divestitures), other than where the Purchaser is obliged, as a condition set forth in Section 6.2(cof obtaining such Merger Control Approval, to offer any remedies or divestitures that would give rise to a Divestiture Material Adverse Effect, (the “Merger Control Condition”); (b) shall be satisfied the Pre-Sale Property Extraction having occurred prior to Completion (except as otherwise set forth in the applicable Increase Revolving Joinder“Property Extraction Condition”); (c) no Material Adverse Effect having occurred during the period from the date of this Agreement to the Completion Date and which is subsisting on the Completion Date; and (d) no breach of: (i) the Warranties having occurred; (ii) Each of the representations and warranties made Completion Warranties having occurred, as if the Completion Warranties were given immediately prior to Completion by any Loan Party in or pursuant reference to the Loan Documents shall be true facts and correct in all material respects on and as of such date as if made on and as of such date circumstances subsisting at that time (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if solely for the primary purpose purposes of such Incremental Revolving Commitment is to finance determining whether a Limited Condition Acquisition permitted under Section 8.7 with breach of the consent Completion Warranties has occurred for the purposes of only this sub-clause 4.1(d)(ii) only, the Revolving Lenders, then contents of the foregoing Completion Disclosure Letter shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiariesdisregarded);; or (iii) no Default the obligations of the Vendors under Clause 5.1 and Schedule 3 of this Agreement having occurred prior to Completion, where such breach (or Event of Default shall have occurred and be continuing such breaches in aggregate) results in, or would result from the borrowings to be made in, a Material Adverse Effect on the Revolving Commitment Increase Effective Date business of the Group as a whole, together, the “Conditions”. 4.2 The Purchaser shall use all reasonable endeavours, at its own cost, to procure that the Merger Control Condition is satisfied as soon as practicable and in any event no later than: (except a) 6.00 pm on 27 April 2015; or (b) such later time and date as otherwise set forth may be agreed in writing by the Vendors and the Purchaser, and shall not, and shall procure that none of its respective Affiliates or Representatives shall, take any action that could reasonably be expected to adversely affect the satisfaction of such Condition. 4.3 As soon as possible after the date of this Agreement, and in any event within 5 Business Days of the date of this Agreement, the Purchaser shall provide the CMA Notification to the CMA. 4.4 In order to satisfy the Merger Control Condition, the parties shall (i) reasonably cooperate in all respects with each other in the applicable Increase Revolving Joinder); provided that, if the primary purpose preparation of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver any submission or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions response required or other documents reasonably requested by the Administrative Agent CMA in connection with the CMA Notification and/or the Merger Control Condition, (ii) supply to any Authority as promptly as practicable any additional information requested pursuant to any applicable Laws and take all other procedural actions required in order to satisfy the Merger Control Condition, (iii) promptly provide each other with copies of any material written communication received from or sent to the CMA (or written summaries of any material non-written communication) in connection with any proceeding, investigation or inquiry commenced in order to satisfy the Merger Control Condition and (iv) give each other and their respective advisers the opportunity to participate in all meetings and discussions with any Authority in connection with the Merger Control Condition to the extent permitted by the Authority and subject to all applicable Laws including competition laws. 4.5 The Purchaser acknowledges and agrees that it shall use all reasonable endeavours to satisfy the Merger Control Condition and, accordingly, if the Purchaser is required by any competent merger control authority to offer any remedies or divestitures as a condition to obtaining the Merger Control Condition, the Purchaser agrees that it shall offer as a remedy to dispose of the Product(s) which overlaps with any product of the Purchaser Group (the “Relevant Product”) but provided always that the Purchaser shall not be obliged to offer any remedies to the competent merger control authority as a condition of obtaining the Merger Control Approval that would give rise to a Divestiture Material Adverse Effect. 4.6 The Vendors shall procure (i) completion of the Pre-Sale Property Extraction prior to Completion. 4.7 If at any time the Vendors or the Purchaser become aware of any event, circumstance or condition that would be reasonably likely to prevent a Condition being satisfied it shall forthwith inform the other parties. 4.8 Each party shall notify the others promptly upon it becoming aware that any of the Conditions have been satisfied (or waived in accordance with Clause 4.10). 4.9 If the Condition at Clause 4.1(a) is not satisfied (or waived in accordance with Clause 4.10) by the Long-Stop Date, this Agreement shall cease to have effect immediately except for the provisions of Clauses 1, 4.9, 10, 13, 17 and 19 to 27 (in each case inclusive) and any rights or liabilities that have accrued prior to that time. 4.10 The Purchaser may, to such transactionextent as it thinks fit and is legally entitled to do so, waive any of the Conditions (other than the Property Extraction Condition) in whole or in part, by written notice to the Vendors.

Conditions. The Incremental Revolving Commitment shall become effective as obligations of such Revolving Commitment Increase the Parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date; provided thatTime, each of which may only be waived with the mutual consent of the Parties: (ia) the condition set forth Arrangement Resolution shall have been approved and adopted by the TMX Group Shareholders at the TMX Group Meeting in Section 6.2(c) shall be satisfied (except as otherwise set forth in accordance with the applicable Increase Revolving Joinder)Interim Order; (iib) Each the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to TMX Group and LSEG, acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the representations Arrangement; (d) the LSEG Shareholder Approval shall have been obtained; (e) the Regulatory Approvals shall have been obtained in accordance with Section 5.5(d) and warranties made by there shall not, at the time when all other conditions precedent set out in Article 6 have been satisfied or waived in accordance with Article 6, be any Loan Party in or outstanding Regulatory Intervention; (f) LSEG shall have delivered evidence to TMX Group, acting reasonably, that (A) the LSEG Shares issuable pursuant to the Loan Documents Arrangement shall as soon as practicable following the Effective Time be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) admitted to the extent made as Official List of a specific date, in which case such representation the UK Listing Authority and warranty shall be true and correct in all material respects to trading on and as of such specific date LSE and (B) representations the LSEG Shares issuable upon exchange of the Exchangeable Shares and warranties qualified by materiality exercise of the Replacement Options shall be true and correct have been conditionally approved for listing on TSX, subject only in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited each case to the Specified Representations (other than Section 5.19 with respect to satisfaction of the target in such Permitted Acquisition and its subsidiaries)customary listing conditions of LSE or TSX, as the case may be; (iiig) no Default or Event of Default LSEG shall have occurred and delivered evidence to TMX Group, acting reasonably, that the LSEG Shares issuable pursuant to the Exchangeable Shares or Replacement Options shall as soon as practicable following the Effective Time be continuing or would result from admitted to the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time Official List of the execution UK Listing Authority and to trading on LSE, subject only in each case to the satisfaction of the relevant definitive acquisition agreementcustomary listing conditions of LSE; and (ivh) the Borrower shall deliver or cause LSEG Shares and the Exchangeable Shares to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested issued pursuant to the Arrangement have been allotted by the Administrative Agent LSEG Board and the board of directors of Exchangeco, respectively, conditional only on completion of the Arrangement and that such LSEG Shares and Exchangeable Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; provided, however, that TMX Group shall not be entitled to the benefit of the condition in connection with any this Section 6.1(h), and shall be deemed to have waived such transactioncondition, in the event that TMX Group fails to advise the Court prior to the hearing in respect of the Final Order that LSEG intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement.

Conditions. The Incremental Revolving Commitment (i) As a condition precedent to each Term Loan Increase, the Borrower shall become effective deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of such Revolving Commitment the Term Loan Increase Effective Date; provided that: , signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (iA) certifying and attaching the condition set forth resolutions adopted by the Borrower or such Guarantor approving or consenting to such Term Loan Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in Section 6.2(cconnection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Term Loan Increase, as of the Term Loan Increase Effective Date no Default or Event of Default shall exist and be satisfied continuing and (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii2) Each of the representations and warranties made by any of the Borrower and each other Loan Party contained in Article V or pursuant to the any other Loan Documents shall be Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, 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 such date as if made on and as of such date (the Term Loan Increase Effective Date, except (A) to the extent made as of a specific that such representations and warranties specifically refer to an earlier date, in which case such representation and warranty shall be they are true and correct in all material respects on (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such specific date earlier date, and except that for purposes of this clause (B) i)(B)(3), the representations and warranties qualified by materiality contained in Sections 5.04(a) and (b) shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is deemed to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited refer to the Specified Representations most recent statements furnished pursuant to Sections 6.01(a) and (other than Section 5.19 with respect b), respectively. In addition, as a condition precedent to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thateach Term Loan Increase, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder such other officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date as are reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent in connection with any such transactionAgent. (i) Each Term Loan Increase shall have the same terms as the outstanding Term Loan Loans and be part of the existing Term Loan Facility hereunder.

Conditions. The Incremental Revolving Commitment Any Tag-Along Sale consummated pursuant to this Section 11 shall become effective as of such Revolving Commitment Increase Effective Date; provided thatbe subject to the following requirements: (i) the condition set forth in Section 6.2(c) no Holder shall be satisfied required to make any representation, warranty or covenant or provide any indemnity that is not substantially similar to the representations, warranties and covenants made or indemnities provided by all Holders (except provided that no Holder shall be required to make any representations, warranties or covenants or provide indemnities as otherwise set forth in the applicable Increase Revolving Joinderto any other Holders); (ii) Each no Holder shall be liable for the inaccuracy or breach of the representations and warranties made any representation, warranty or covenant by any Loan Party in other Person not Affiliated with or pursuant to the Loan Documents shall be true and correct in all material respects on and as an agent of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations Holder (other than Section 5.19 the Company, subject to clause (iii) below) in connection with respect to the target in such Permitted Acquisition and its subsidiaries)Tag-Along Sale; (iii) the liability for indemnification, if any, of such Holder in such Tag-Along Sale shall be several, and not joint or joint and several, with any other Person (provided that indemnification to cover breaches of representations, warranties and covenants of the Company and any other special indemnities provided by the Company shall be borne pro rata in proportion to, and not to exceed, the amount of consideration paid to such Holder in connection with such Tag-Along Sale) and shall in no Default or Event of Default shall have occurred and be continuing or would result from event exceed the borrowings to be made on actual proceeds received by such Holder in the Revolving Commitment Increase Effective Date Tag-Along Sale (except as otherwise set forth in the applicable Increase Revolving Joindercase of fraud or intentional misrepresentation by such Holder); (iv) no Holder shall be required to sign a covenant not to compete or any similar restrictive covenants; (v) upon the consummation of the Tag-Along Sale, each Holder will receive the same form and amount of consideration for such Holder’s Shares as is received by other Holders in respect of their Shares of such same class or series of Company capital stock; provided that, if that the primary purpose form of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with consideration for the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing Tag-Along Sale shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementpayable or deliverable solely in cash or freely tradeable securities; and (ivvi) subject to clause (v) above, requiring the Borrower shall deliver or cause same form of consideration to be delivered available to the holders of any single class or series of Company capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received upon the consummation of the Tag-Along Sale, all holders of such Company capital stock will be given the same option, subject to compliance with applicable securities Laws. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that all or a duly executed Increase Revolving Joinder and portion of the consideration payable to any customary legal opinions or other documents reasonably requested by the Administrative Agent Holder in connection with such Tag-Along Sale consists of securities and the exchange or sale of such securities to any Holder would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities Law, then, at the option of the Parent, such transactionHolders may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board.

Conditions. The Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided that: Subleases and assignments by Tenant are also subject to: (i) the condition terms of this Lease; (ii) the current Lease Term (i.e., the term of the sublease or assignment shall not extend beyond the then-current Lease Term), and subtenants and assignees (except for an assignee that is an Affiliate and that receives an assignment of all of Tenant’s rights under this Lease for the entire Premises) shall not have the right to exercise any of the Lease Term renewal/extension rights provided for in this Lease; (iii) Tenant shall not be released of, and shall remain liable for, all Lease obligations; (iv) consent to one sublease or assignment shall not waive the consent requirement for future assignments or subleases; (v) subtenants and assignees shall not have the signage rights set forth in Section 6.2(c7.2(b) shall be satisfied (, Section 7.2(c) and Section 7.2(d) herein, except as otherwise expressly set forth in the applicable Increase Revolving Joinder); such sections; and (iivi) Each fifty (50%) percent of the representations consideration (the “Excess Consideration”) received by Tenant from an assignment or sublease that exceeds the total of (a) the amount Tenant must pay Landlord, which amount is to be prorated where only a part of the Premises is subleased or assigned, and warranties made (b) the actual reasonable costs incurred by any Loan Party Tenant in procuring said assignment or pursuant sublease, which amount is to be prorated over the Loan Documents term of such assignment or sublease, shall be true paid to Landlord, within ten (10) days of receipt of same from time to time, with a detailed statement showing the total consideration paid to Tenant by the subtenant or assignee and correct the actual reasonable costs incurred in all material respects on and as procuring such assignment or sublease. Tenant shall provide Landlord with reasonable documentation of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth information contained in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactiondetailed statement.

Conditions. The Incremental Revolving Commitment shall become effective as making of such Revolving Commitment Increase Effective Date; provided that: the initial disbursement of the Loan is subject to the completion of the following conditions precedent in a manner satisfactory to Lender: (i) all filings have been completed that are necessary or advisable to perfect the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth security interest of Lender in the applicable Increase Revolving Joinder); Collateral, including without limitation UCC filings and intellectual property filings, (ii) Each the Loan Documents and all other documents relating to this Agreement have been executed and delivered, (iii) Lender has confirmed that there has been no Material Adverse Change since the June 30, 2015 financial statements provided to Lender prior to the date hereof, (iv) UCC and other searches deemed necessary by Lender have been completed, (v) payoff letters, with sufficient evidence of release of liens, in respect of existing indebtedness not permitted by the terms of this Agreement shall have been delivered, (vi) no Default or Event of Default has occurred and is continuing, and (vii) all other matters relating to the Loan requested by Lender. The making of each additional disbursement of the Loan is subject to the satisfaction of the following conditions precedent on the relevant disbursement date: (i) the representations and warranties made by any Loan Party Borrower contained in or pursuant to this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such date date, with the same effect as if made on and as of such date (except (A) provided, however, that those representations and warranties expressly referring to the extent made as of a specific date, in which case such representation and warranty another date shall be true true, correct and correct complete in all material respects on and as of such specific date other date), and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiii) no Default or Event of Default shall have occurred and be continuing exist or would shall result from the borrowings requested disbursement. Each request by Borrower for a disbursement of any portion of the Loan shall constitute a representation and warranty by Borrower hereunder, as of the date of each such disbursement, that the conditions in Section 1.2 are satisfied both before and after giving effect to such disbursement. Notwithstanding anything to the contrary in this Section 1.2 or otherwise in this Agreement, perfection of security interests in Borrower’s assets outside of the United States shall not be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder)required; provided that, if that the primary purpose aggregate book value of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing assets shall not exceed $250,000 at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactiontime.

Conditions. The Incremental Revolving Commitment Except as expressly provided below, the following conditions shall become effective as automatically apply to each Transfer, without the necessity of such Revolving Commitment Increase Effective Date; provided thatsame being stated in or referred to in Landlord's written consent: (a) Tenant shall execute, have acknowledged and deliver to Landlord, and cause the Transferee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance acceptable to Landlord in which (i) the condition Transferee adopts this Lease and agrees to perform, jointly and severally with Tenant, all of the obligations of Tenant hereunder, as to the space transferred to it, (ii) the Transferee grants Landlord an express first and prior security interest in its personal property brought into the transferred space to secure its obligations to Landlord hereunder, (iii) Tenant subordinates to Landlord's statutory lien and security interest any liens, security interests or other rights which Tenant may claim with respect to any property of the Transferee, (iv) Tenant agrees with Landlord that, if the rent or other consideration due by the Transferee exceeds the Rent for the transferred space, then Tenant shall pay Landlord as additional Rent hereunder all such excess rent and other consideration immediately upon Tenant's receipt thereof after deduction by Tenant of all of the direct costs incurred by Tenant in connection with entering into the Transfer, reasonable marketing, accounting or legal costs incurred, fees charged by Landlord for the cost of any improvements required to prepare the space for the Transferee (not to exceed Five Dollars ($5.00) per rentable square foot), and reasonable leasing commissions [not to exceed six and one-half percent (6 1/2%)]; provided, however, such deduction shall only be allowed against such excess rent and not against any portion of the Rent, (v) Tenant and the Transferee agree to provide to Landlord, at their expense, direct access from a public corridor in the Building to the transferred space, (vi) the Transferee agrees to use and occupy the transferred space solely for the purpose specified in Section 4 and otherwise in strict accordance with this Lease and (vii) Tenant acknowledges that, notwithstanding the Transfer, Tenant remains directly and primarily liable for the performance of all the obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent), and Landlord shall be permitted to enforce this Lease against Tenant or the Transferee, or both, without prior demand upon or proceeding in any way against any other persons; (b) Tenant may, without the consent of Landlord, Transfer this Lease, in whole or in part, to: (i) a corporation into which or with which Tenant is wholly merged or consolidated; or (ii) a corporation acquiring this Lease and all or substantially all of the other property of Tenant and assuming all or substantially all of the liabilities of Tenant; or (iii) an entity that acquires all or substantially all of the stock or other ownership interests in or of Tenant; or (iv) an Affiliate, in which case, no excess consideration will be paid by Tenant to Landlord, provided that such Transferee complies with the conditions set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder10.2(a)(i); , (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date ), (except (A) to the extent made as of a specific dateiii), in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respectsvi); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (ivc) the Borrower Tenant shall deliver or cause to be delivered Landlord a duly counterpart of all instruments relative to the Transfer executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any all parties to such transactiontransaction (except Landlord).

Conditions. The availability of Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided thatTerm Loans will be subject solely to the following conditions: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiia) no Default or Event of Default shall have occurred and be continuing on the date such Incremental Term Loans are incurred or would result from exist immediately after giving effect thereto; (b) the borrowings to representations and warranties in the Loan Documents will be made on the Revolving Commitment Increase Effective Date true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be accurate in all respects) immediately prior to, and immediately after giving effect to, the incurrence of such Incremental Term Loans; and (c) such other conditions (if any) as otherwise may be required by the Incremental Lenders providing such Incremental Term Loans, unless such other conditions are waived by such Incremental Lenders; provided that if the proceeds of such Incremental Term Loans will be used to finance, in whole or in part, the acquisition of all or substantially all the assets of, or a majority of the Equity Interests in, or the merger, consolidation or amalgamation with, a Person or division or line of business of a Person, (i) the condition in the foregoing clause (a) may be waived (or not required) by the Incremental Lenders providing such Incremental Term Loans; and (ii) the condition in the foregoing clause (b) may be limited to the accuracy in all material respects of (A) the Specified Representations and (B) any representations and warranties made with respect to such Person, division or line of business in the agreement governing such acquisition, merger, consolidation or amalgamation to the extent the breach of such representations and warranties is material to the interests of the Lenders; provided that the failure of any such representation or warranty will not result in a failure of the conditions set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose foregoing clause (b) unless such breach results in a failure of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time condition precedent of the execution obligations of the relevant definitive acquisition agreement; and (iv) Borrower or a Restricted Subsidiary to consummate such acquisition, merger, consolidation or amalgamation or permits the Borrower shall deliver or cause a Restricted Subsidiary to be delivered a duly executed Increase Revolving Joinder terminate such agreement (after giving effect to any applicable notice and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactioncure provisions).

Conditions. The Incremental Revolving Term Loan Commitment shall become effective effective, as of such Revolving Commitment Term Loan Increase Effective Date; provided provided, that: , subject to Section 1.6 in the case of an Incremental Term Facility incurred in connection with a Limited Condition Acquisition: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date Term Loan Increase Effective Date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respectsdate); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiii) no Default or Event of Default shall have occurred and be continuing exist immediately prior to or would result from the borrowings after giving effect to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementTerm Facility; and (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the proceeds of such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and determined on the basis of the financial statements for the most recently ended fiscal quarter), and assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such time; and (vi) the all-in-yield applicable to any Incremental Term Loan will be determined by the Borrower and the lenders providing such Incremental Term Loan.

Conditions. The Incremental No Lender shall have any obligation to make any Revolving Commitment Advance to a Borrower (other than any Revolving Advances under Section 2A.4 hereof) and no Issuing Lender shall become effective as issue, or cause the issuance of, a Letter of Credit unless, in each instance, (x) with respect to a Revolving Advance (other than a Revolving Advance under Section 2.1(c) and 2A.4 hereof), such Borrower delivers to the Agent a Borrower's Certificate dated the date of such Revolving Commitment Increase Effective Date; provided that:Advance and (y) the following conditions precedent are fulfilled to the satisfaction of the Agent (or waived in writing by the Majority Lenders): (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the all representations and warranties made by each of the Credit Parties contained herein or otherwise made in any Loan Party in Document (including, without limitation, each Borrower's Certificate), officer's certificate or pursuant any agreement, instrument, certificate, document or other writing delivered to the Loan Documents Agent or any Lender in connection herewith or therewith, shall be true and correct in all material respects on with the same effect as though such representations and as of such date as if warranties had been made on and as of the date of such date borrowing or issuance of a Letter of Credit (except (A) to the extent made unless any such representation or warranty speaks as of a specific particular date, in which case such representation and warranty it shall be true and correct in all material respects on and deemed repeated as of such specific date); (ii) on the date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance borrowing or issuance of a Limited Condition Acquisition permitted under Section 8.7 with the consent Letter of only the Revolving Lenders, then the foregoing Credit there shall be limited to the Specified Representations exist no Default or Event of Default (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiarieseither immediately before or after giving effect thereto); (iii) no Default or Event if the Company shall be requesting a Letter of Default Credit, the Agent on behalf of the Issuing Bank shall have occurred (to the extent requested by any such Issuing Bank) received a duly executed and be continuing delivered Letter of Credit Agreement with respect thereto; (iv) such Borrower shall have complied with all procedures and given all certificates, notices and other documents required hereunder for such advance or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementissuance; and (ivv) the Borrower Agent shall deliver have received such other approvals of governmental authorities or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents as the Agent may have reasonably requested by the Administrative Agent in connection with any such transactionrequested.

Conditions. The Incremental Revolving Commitment shall become effective as issuance, amendment or extension of such Revolving Commitment Increase Effective any Facility Letter of Credit is subject to the satisfaction in full of the following conditions on the Issuance Date; provided that: (i) the condition set forth Borrower shall have delivered to the Issuer at such times and in Section 6.2(c) such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be satisfied (except as otherwise set forth reasonably satisfactory to such Issuer in form and content, provided, however, in the applicable Increase Revolving Joinder)event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) Each as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) the representations and warranties made by any Loan Party contained in or pursuant to the Loan Documents shall be true and Article IV of this Agreement are correct in all material respects on and as of such date Issuance Date as if though made on and as of such date (Issuance Date except (A) to the extent made as of a specific that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation and or warranty shall be true and is correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)earlier date; provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);and (iiib) no No Default or Event of Default shall have has occurred and be is continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatissuance, if the primary purpose amendment or extension of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent Facility Letter of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andCredit; (iv) the Borrower Issuer and the Agent shall deliver have received such other approvals, opinions, or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents as either may reasonably requested by the Administrative Agent in connection with any such transactionrequest.

Conditions. The Incremental Revolving Commitment shall become effective 5.1 Companies agree to furnish Bank prior to the initial borrowing under this Agreement, in form and substance to be satisfactory to Bank, with (i) certified copies of resolutions of the Board of Directors of Holding and each Company evidencing approval of the borrowings and transactions contemplated hereunder; (ii) a certificate of good standing from the state of Companies’ organization and from the state(s) in which is required to be qualified to do business; (iii) an opinion of Companies’ and Holding’s legal counsel; and (iv) such other documents and instruments as Bank may reasonably require. 5.2 As security for all indebtedness of such Revolving Commitment Increase Effective Date; provided thatCompanies to Bank hereunder, Companies agree to furnish, execute and deliver to Bank, or cause to be furnished, executed and delivered to Bank, prior to or simultaneously with the initial borrowing hereunder, in form to be satisfactory to Bank and supported by appropriate resolution in certified form authorizing same, the following: (ia) The Security Agreements; (b) The Mortgages; (c) The Guaranties; (d) The Assignment; (e) Financing Statements required or requested by Bank to perfect all security interests to be conferred upon Bank under this Agreement and to accord Bank a perfected first priority security position under the condition set forth in Section 6.2(c) shall be satisfied Uniform Commercial Code (except as otherwise set forth in subject only to the applicable Increase Revolving Joinderencumbrances permitted hereunder); (iif) Each Subject to the Post-Closing Letter, dated as of the representations date hereof, from Bank to Companies (the “Post-Closing Letter”) which shall with respect to items (a) – (e) above set forth the extent of Companies’ obligations with respect to certain collateral matters, such other documents or agreements of security and warranties made by appropriate assurances of validity and perfected first priority of lien or security interest as Bank may reasonably request at any Loan Party in or pursuant time. 5.3 As a condition to the Loan initial Advance: (a) Bank shall have received copies of the executed Transaction Documents in effect on the date hereof, certified by a Responsible Officer as being true, correct and complete. The Transaction Documents shall be true in form and correct in all material respects on substance reasonably satisfactory to Bank and as each of such date as if made on the Transaction Documents shall have been duly authorized, executed and as delivered by each of such date (except (A) to the extent made as of a specific date, in which case such representation parties thereto and warranty shall be true in full force and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)effect; (iiib) no Default or Event of Default Bank shall have occurred received a certification from Companies that no term or provision of the Transaction Documents shall have been modified, and be continuing that no condition to consummation of the Transaction shall have been waived, in either case in a manner that, taken as a whole, is materially detrimental to Companies or would result from Bank by any of the borrowings to be made on the Revolving Commitment Increase Effective Date (parties thereto, except as otherwise set forth disclosed in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is writing to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementBank; and (ivc) Bank shall have received satisfactory evidence that the Borrower shall deliver or cause Transaction has been consummated substantially in accordance with the terms of the Transaction Documents, and that each of the Persons party thereto is in material compliance therewith, to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionextent applicable.

Conditions. The Incremental Revolving Commitment increased or new Commitments shall become effective effective, as of such Revolving Commitment Increase Incremental Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties under Article III shall be true in all material respects with the same effect as though made by any Loan Party in or pursuant on and as of such date, except to the Loan Documents extent such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct in all material respects on and (or in all respects, as applicable) as of such date as if made on and as of such date (except (A) to the extent made as of a specific earlier date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such solely with respect to Incremental Revolving Commitment is Loans that are used to effect or finance a Limited Condition Permitted Acquisition or Investments permitted under Section 8.7 with this Agreement, the consent Borrowers shall have the option of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations making any representations and warranties under Article III (other than Section 5.19 with respect any customary “specified representations”) and determinations as to the target in availability of any “basket-carveouts” under Article VII effective as of the date of entering the definitive agreement for such Permitted Acquisition and its subsidiaries)or such Investment in accordance with the Limited Condition Transaction provisions set forth in Section 1.09; (iiiii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Incremental Effective Date; (iii) the Borrowers shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving JoinderLoans pursuant to Section 2.20(d); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Borrowers shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other customary documents reasonably requested by the Administrative Agent in connection with any such transaction; (v) if not already permitted by the Intercreditor Agreement and to the extent necessary, the Intercreditor Agreement shall have been amended, in a manner reasonably satisfactory to the Administrative Agent, to reflect an increase in the maximum principal amount of the aggregate commitments, loans or letters of credit included in the Revolving Loan Debt (as such term is defined in the Intercreditor Agreement) under Section 10.4(b)(i) of the Intercreditor Agreement in an amount equal to the amount of the increased or new Commitments; and (vi) if the Administrative Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, applicable Requirements of Law, the Borrowers and Guarantors shall enter into any security documents, amendments, confirmations, reaffirmations or other agreements to maintain the Collateral Agent’s fully perfected First Priority Lien on the Collateral, subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding).

Conditions. The Incremental Revolving Commitment following conditions shall become effective as of such Revolving Commitment Increase Effective Date; provided that:be met by Tenant for ---------- any alterations to the Premises permitted under Paragraphs 10(a) and 10(b): (i) Before the condition set forth in Section 6.2(c) commencement of any such work, plans and specifications therefor or a detailed itemization including costs thereof shall be satisfied (except as otherwise set forth in furnished to Landlord for its review and approval. Landlord's approval of Tenant's plans shall create no responsibility or liability on the applicable Increase Revolving Joinder);part of Landlord for their completeness, design, sufficiency or compliance with all laws, rates, and regulations of governmental agencies or authorities. (ii) Each If the cost of such work will exceed FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), then Tenant shall deposit in Landlord's name, in an escrow account at the Bank or other financial institution designated by Landlord, the anticipated cost of such work, as certified by Tenant's contractor, who shall be approved by Landlord, or, in the alternative, shall provide Landlord with other reasonable assurances that such work will be performed and paid for in a lien-free fashion, such as demonstrating to Landlord the strength of Tenant's financial condition or by demonstrating to Landlord that a lender has committed to loan Tenant construction funds for the proposed alterations. Such proceeds shall be disbursed periodically by Landlord upon certification of Tenant's contractor that such amounts are the amounts paid or payable for such work. Tenant shall, at the time of establishment of such escrow account and from time to time thereafter until said work shall have been completed and paid for, furnish Landlord with adequate evidence that at all times the undisbursed portion of the representations escrowed funds, together with any funds made available by Tenant, is sufficient to pay for the work in its entirety. Tenant shall obtain, and warranties made by any Loan Party in or pursuant make available to Landlord, receipted bills and, upon completion of the Loan Documents shall be true work, full and correct in all material respects on and as final waivers of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);lien. (iii) no Default Before the commencement of any such work, Tenant shall obtain any required approvals from all governmental departments or Event authorities having or claiming jurisdiction of Default or over the Premises, and from any public utility companies having an interest therein. In any such work, Tenant shall have occurred comply with all applicable laws, ordinances, requirements, orders, directions, rules and be continuing regulations of the federal, state, county and municipal governments and of all other governmental authorities having or would result from claiming jurisdiction of or over the borrowings to be made on Premises and of all their respective departments, bureaus and offices, and with the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatrequirements and regulations, if the primary purpose any, of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7public utilities, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution insurance underwriting board or insurance inspection bureau having or claiming jurisdiction, or any other body exercising similar functions, and of all insurance companies then writing policies covering the relevant definitive acquisition agreement; andPremises or any part thereof. (iv) Tenant represents and warrants to Landlord that all such construction work will be performed in a good and workmanlike manner and in accordance with the Borrower terms, provisions and conditions of this Lease and all governmental requirements. (v) Landlord shall deliver or cause have the right to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with inspect any such transactionconstruction work at all times during normal working hours and to maintain at the Premises for that purpose (at its own expense) such inspector(s) as it may deem necessary so long as such inspections do not interfere with Tenant's work (but Landlord shall not thereby assume any responsibility for the proper performance of the work in accordance with the terms of this Lease, nor any liability arising from the improper performance thereof). (vi) All such work shall be performed at Tenant's cost and expense and free of any expense to Landlord and free of any liens on Landlord's fee simple interest on or Tenant's leasehold interest in the Premises. (vii) Upon substantial completion of any such work Tenant shall procure a certificate of occupancy, if applicable, from the appropriate governmental authorities verifying the substantial completion thereof. (viii) Tenant shall, indemnify and save and hold Landlord harmless from and against and reimburse Landlord for any and all loss, damage, cost and expense (including, without limitation, reasonable attorneys' fees) incurred by or asserted against Landlord which are occasioned by or result, directly or indirectly, from any construction or renovation activities conducted upon the Premises; whether or not the same is caused by or the fault of Tenant or any contractor, subcontractor, laborer, supplier, materialman or any other third party.

Conditions. 4.01. The Incremental Revolving Commitment obligation of Seller under this Agreement to consummate the transactions contemplated hereby shall become effective as be subject to the satisfaction of such Revolving Commitment Increase Effective Date; provided thatall the following conditions, any one or more of which may be waived in writing by Seller: (ia) Seller shall have received payment of the condition Purchase Price in accordance with Section 2.02 of this Agreement. (b) The representations and warranties of Purchaser set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each 3.02 of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on respects. (c) Purchaser shall have delivered all of the documents and other items described in Section 5.01. (d) Lender's Consent shall have been obtained. Purchaser acknowledges that obtaining Lender's Consent will require Purchaser's cooperation. In connection therewith, Purchaser shall, at its sole cost and expense (except, with respect to clause (iv) of this Section, as otherwise provided in Section 2.04 hereof), and shall cause its affiliates and employees to promptly, (i) provide such information, (ii) execute and deliver such certificates, instruments and agreements, (iii) deliver acceptable legal opinions, addressed to Lender and the Rating Agencies (as defined in the Indenture), including, without limitation, a substantive non-consolidation opinion, and (iv) take such other actions as are required by the Indenture and any other loan documents in connection with the transaction contemplated by this Agreement and such other actions as may be reasonably requested by Seller, Lender and/or the Ratings Agencies (including any of such date the foregoing actions as if made on and may be requested by Seller as may be necessary to satisfy the requirements in the Indenture). 4.02. The obligation of such date (except (A) Purchaser under this Agreement to consummate the transactions contemplated hereby shall be subject to the extent made as satisfaction of a specific dateall of the following conditions, any one or more of which may be waived in which case such representation writing by Purchaser: (a) Seller shall have delivered all of the documents and warranty other items described in Section 5.02. (b) The representations and warranties of Seller set forth in Section 3.01 above shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if except for any matters that are Lessee's responsibility under the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);Net Lease. (iiic) no Default or Event of Default Lender's Consent shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested been obtained by the Administrative Agent in connection with any such transactionSeller.

Conditions. 3.1 The Incremental Revolving Commitment sale and purchase of the Shares pursuant to this Agreement is in all respects conditional upon those matters listed in Schedule 1 (Conditions to Completion) (the “Conditions”). 3.2 The Purchaser shall become effective use all reasonable endeavours to fulfil or procure the fulfilment of the conditions listed in paragraphs 1 to 3 of Schedule 1 (Conditions to Completion) (the “Purchaser Conditions”) (including, without limitation, complying with its obligations under the Dogus SPA with regard to the fulfillment of the Dogus Conditions) as soon as reasonably practicable and in any event on or before the Longstop Date and will notify the Seller and Dogus in writing immediately upon the satisfaction of each such Revolving Commitment Increase Effective Datecondition. Without limitation to the foregoing, the Purchaser undertakes to use all reasonable endeavours to submit its application to obtain the approvals or consents listed in paragraphs 1 and 2 of Schedule 1 (Conditions to Completion) to each relevant regulatory body listed therein within 30 Business Days of the date of signature of this Agreement. 3.3 The Seller (for the benefit of the Purchaser and Dogus) shall give such co-operation and assistance in a timely manner to the Purchaser as the Purchaser may reasonably require to fulfil or procure the fulfilment of the Purchaser Conditions and shall use all reasonable endeavours to fulfil or procure the fulfilment of the condition listed in paragraph 4 of Schedule 1 (Conditions) (the “Seller’s Condition”). Without limitation to the foregoing, the Seller (for the benefit of the Purchaser and Dogus) shall accordingly: (A) take all steps reasonably required to enable the Purchaser to fulfil the Purchaser Conditions as promptly as possible, including assistance with submissions, filings and attendance at such meetings with Governmental Authorities (provided such Governmental Authorities agree to such attendance) as may be reasonably required to enable the Purchaser to fulfil the Purchaser Conditions; (B) procure information reasonably required to enable the Purchaser to fulfil the Purchaser Conditions; (C) take all reasonable actions within its power and to the extent permitted by law (including by voting the Shares and, so far as lawful, procuring that its nominees on the board of directors of the Company and Company Group Members support any vote held at board or executive committee level) and in a timely manner to procure that the Company and Company Group Members co-operate with and assist the Purchaser as may be reasonably required in fulfilling the Purchaser Conditions; (D) to the extent within its power and permitted by law, take all actions and steps it is required to take under or in connection with this Agreement in a co-ordinated and co-operative manner with Dogus with a view to ensuring that the fulfilment of the Purchaser Conditions and the Dogus Conditions is achieved in an efficient and timely manner; provided thatand (E) in relation to the Seller’s Condition, the Seller undertakes: (i) to use all reasonable endeavours to submit its application to the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in BRSA within 5 Business Days of signature of this Agreement with regard to the applicable Increase Revolving Joinder)GECC-Arastirma Transaction; (ii) to notify the Purchaser immediately if the Seller becomes aware that it is required to obtain any regulatory consent or approval in relation to the GECC-Arastirma Transaction in addition to the approval of the BRSA; and (iii) not to take any step or action in relation to the fulfillment of the Seller’s Condition that would or reasonably may delay or frustrate the fulfillment of the Purchaser’s Conditions in a timely manner. 3.4 Subject to sub-clause 3.5 the Purchaser undertakes to keep the Seller (or its advisers) informed regularly as to the progress towards satisfaction of the Purchaser Conditions and undertakes to: (A) notify the Seller (or its respective advisers) of any material communications (whether written or oral) from, and provide the Seller with copies of any material communications from, in each case, the BRSA, CMB, Turkish Competition Board and any other Governmental Authority in relation to obtaining any consent, approval or action in relation to the Purchaser Conditions where such communications have not been independently or simultaneously supplied to the Seller; (B) provide the Seller (or its respective advisers) with draft copies of all filings or formal submissions and material communications to the BRSA, CMB, Turkish Competition Board and any other Governmental Authority in relation to obtaining any consent, approval or action in relation to the Purchaser Conditions at such time as will allow the Seller a reasonable opportunity to provide comments on such filings, submissions and communications before they are submitted or sent and provide the Seller (or its respective advisers) with copies of all such filings, submissions and communications in the form submitted or sent; and (C) give the Seller: (i) reasonable notice, where practicable, of; and (ii) where permitted by the Turkish Governmental Authority concerned, allow persons nominated by the Seller to attend, all material meetings and telephone calls with the Turkish Governmental Authority concerned in relation to the Purchaser Conditions and, where appropriate, to make any submissions at such meetings or on such calls. 3.5 In circumstances where sub-clause 3.4 requires the Purchaser to disclose to the Seller any documentation containing Confidential Business Information, prior to disclosure the Purchaser shall be entitled to redact any Confidential Business Information contained in such documentation, but this sub-clause 3.5 shall not extinguish the Purchaser’s obligation to disclose the remainder of such documentation in accordance with sub-clause 3.4. 3.6 Each of the representations and warranties made by any Loan Party Parties undertakes to disclose in or pursuant writing to the Loan Documents other (and Dogus) any matter which will or may reasonably prevent any of the Conditions from being satisfied on or prior to the Longstop Date (or any Postponed Longstop Date) immediately after it comes to its attention. 3.7 In relation to the Seller’s Condition: (A) the Seller may waive at any time by notice in writing to the Purchaser the Seller’s Condition; (B) the Seller’s Condition shall be true waived immediately upon notice in writing from the Purchaser to the Seller, which notice may be sent by the Purchaser at any time as of the earlier of: (i) the fulfillment of the Purchaser Conditions; and correct (ii) any regulatory consent or approval being required in relation to the Seller’s Condition in addition to the approval of the BRSA, in which event, Arastirma will take on, mutatis mutandis, the Seller’s obligations under this Agreement and the Seller shall in such event procure that Arastirma complies with, and shall be jointly and severally liable with Arastirma in respect of any breach of, such obligations under this agreement. 3.8 Subject to sub-clause 3.9, if any of the Purchaser Conditions is not fulfilled by the Purchaser by 5.00 p.m. on the Longstop Date, then either the Purchaser or the Seller may by notifying the other party (and Dogus) within 5 Business Days of the Longstop Date postpone the Longstop Date to (but not before) the Backstop Date, unless the Parties (and Dogus) mutually agree in writing to an extension to a date prior to the Backstop Date, in which event further extensions of the Longstop Date may be made on the same basis (the Longstop Date, as so postponed, being the “Postponed Longstop Date”). 3.9 The Purchaser or the Seller (as applicable) shall only be entitled to postpone the Longstop Date in accordance with sub-clause 3.8 if: (A) it has complied in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted with its obligations under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementthis Agreement; and (ivB) it is reasonable to expect that all of the Conditions will be fulfilled by the Backstop Date. 3.10 This Agreement shall terminate if any of the Conditions has not been satisfied at the Longstop Date or (where postponed in accordance with sub-clause 3.8 of this Agreement or, subject to sub-clause 11.1(B)(iii), sub-clause 3.7 of the Dogus SPA) the Borrower Postponed Longstop Date with the effect that all obligations of the parties under this Agreement shall deliver or cause end (except for the provisions of Clauses 17 (Announcements) and 18 (Confidentiality)) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionexist.

Conditions. The Each Incremental Revolving Commitment Facility shall become effective effective, as of such Revolving Commitment Increase the applicable Incremental Effective Date; provided that: (ia) before and after giving effect to such Incremental Facility (and, if such Incremental Facility is being established in whole or in part on clause (2) of the condition definition of “Incremental Cap,” assuming the full amount of such Incremental Facility is drawn), each of the conditions set forth in Section 6.2(c) 7.2 [Each Additional Loan or Letter of Credit] shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (iib) Each before and after giving effect to such Incremental Facility (and, if such Incremental Facility is being established in whole or in part on clause (2) of the representations and warranties made by any Loan Party in or pursuant to definition of “Incremental Cap,” assuming the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose full amount of such Incremental Revolving Commitment Facility is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lendersdrawn), then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Potential Default or Event of Default shall have has occurred and be continuing is continuing; (c) the Loan Parties shall deliver to each Agent on or would result from before the borrowings effective date of such Incremental Facility the following documents in a form reasonably acceptable to each applicable Administrative Agent and the Collateral Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the Incremental Facility has been approved by the Loan Parties, (2) opinions of counsel, addressed to each Administrative Agent and the Lenders addressing the authorization, execution and enforceability of the Loan Documents executed in connection with such Incremental Facility, and (3) if requested by the Collateral Agent, amendments to the Mortgages executed and delivered by the applicable Loan Parties to the Collateral Agent for the benefit of the Secured Parties to reflect the Incremental Facility, in form and substance reasonably satisfactory to the Collateral Agent, together with (A) the Required Flood Materials and (B) local counsel opinions regarding the due authorization, execution, delivery, and enforceability of such mortgage amendments. The Loan Parties shall cause the amendments described in clause (3) above to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth properly recorded and/or filed in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementfiling or recording offices; and (ivd) the Borrower shall deliver or cause to be delivered each Agent a duly executed Increase Revolving Joinder certificate dated as of the Incremental Effective Date signed by an Authorized Officer of the Borrower (1) certifying that the conditions set forth in clauses (a) and any customary legal opinions or other documents reasonably requested by (b) above are satisfied and (2) if clause (2) of the Administrative Agent definition of “Incremental Cap” is being utilized, setting forth calculations in connection reasonable detail showing compliance with any such transactionclause.

Conditions. The Incremental Revolving Commitment shall become effective effectiveness of this Agreement and the obligation of any Bank hereunder is subject to the satisfaction of the following conditions as of such Revolving Commitment Increase the Effective Date; provided thatDate or at the time of any Borrowing, as applicable: (ia) the condition set forth in Section 6.2(c) fact that the Effective Date shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)have occurred prior to August 31, 2001; (iib) Each of receipt by the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as Agent of a specific dateNotice of Borrowing as required by Section 2.02 or 2.03, in which as the case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)may be; (iiic) the fact that the Borrower is in compliance with Section 7.12(a) of the 1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the date hereof; (d) the fact that the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (e) the fact that no Default or Event of Default shall have occurred and be continuing or would result from continuing; (f) the borrowings to be made on fact that the Revolving Commitment Increase Effective Date representations and warranties of the Borrower (except as otherwise in the case of a Borrowing, other than the representation set forth in Section 4.02(b)) contained in this Agreement shall be true (it being understood and agreed that the applicable Increase Revolving Joinder); provided that, if representation and warranty set forth in Section 4.13 shall be true and correct as to all information furnished prior to the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time making of the execution of the relevant definitive acquisition agreementrespective Loan); and (ivg) the Borrower fact that (i) there shall deliver be no collateral securing Bonds issued pursuant to either Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or cause collateral previously so pledged which ceases to be delivered such Eligible Collateral not as a duly executed Increase Revolving Joinder result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and any customary legal opinions or other documents reasonably requested warranty by the Administrative Agent Borrower on the date of such Borrowing as to the facts specified in connection with any such transactionclauses (c), (d), (e), (f) and (g) of this Section.

Conditions. The No Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that:Date unless (but subject to Section 1.09 in each case): (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as otherwise set forth of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the applicable Increase Revolving Joindermost recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that, if in the primary purpose case of such an Incremental Revolving Commitment is being used to finance consummate a Limited Condition Acquisition permitted under Section 8.7Acquisition, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead election, to the extent acceptable to the Lenders providing the relevant Incremental Commitment, the only representations and warranties that will be tested at required to be true and correct will be the time Specified Representations (conformed as necessary for such acquisition) and such of the execution representations made by or on behalf of the relevant definitive applicable target, its affiliates, its subsidiaries or their respective businesses in the acquisition agreement governing such Limited Condition Acquisition as are material to the interests of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Condition Acquisition as a result of a breach of such representations in the acquisition agreement; (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); and (ivvi) as a condition precedent to each Incremental Commitment, the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder officer’s certificates, Organization Documents and any customary legal opinions or other documents of the type delivered on the Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent Agent, and if such Incremental Commitment is being provided in connection with any a Limited Conditionality Acquisition, such transactioncertificate shall provide that the above requirements were satisfied in accordance with Section 1.09.

Conditions. The Incremental Revolving Commitment SECTION 8.1 Conditions to Each Party's Obligation to Effect the Merger. Unless waived by the parties, the respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of the Company under applicable law and applicable listing requirements; (b) the shares of Parent Common Stock issuable in the Merger shall have been authorized for listing on Nasdaq upon official notice of issuance; (c) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (e) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; (g) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby, and all consents from lenders required to consummate the Merger, shall have been obtained and be in effect at the Effective Time; (h) Coopers & ▇▇▇▇▇▇▇ L.L.P., certified public accountants for Parent, shall have delivered a letter, dated the Closing Date, addressed to Parent, in form and substance reasonably satisfactory to Parent, stating that the Merger will qualify as of such Revolving Commitment Increase Effective Datea pooling-of-interests transaction under APB 16; provided that:and (i) all required material consents and approvals of lenders who have advanced $5,000,000 or more to Parent or the condition set forth Company and lessors of material leases shall have been obtained and be in Section 6.2(c) effect at the Effective Time; provided, however, that the failure to obtain such consents or approvals shall -------- ------- not be due to the default or delay of the party responsible for obtaining such consents and approvals. SECTION 8.2 Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be satisfied (except as otherwise set forth in subject to the applicable Increase Revolving Joinder);fulfillment at or prior to the Closing Date of the following additional conditions: (iia) Each of Parent and Subsidiary shall have performed in all material respects their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties made by any Loan Party of Parent and Subsidiary contained in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on and as of such the date as if made and on and as of the Closing Date as if made at and as of such date date, and the Company shall have received a certificate of the Chairman of the Board and Chief Executive Officer, the President or a Vice President of Parent and of the President and Chief Executive Officer or a Vice President of Subsidiary to that effect; (b) the Company shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, in form and substance reasonably satisfactory to the Company, effective as of the Closing Date and based on representations of the Company and Parent, to the effect that (i) the Merger of Subsidiary with and into the Company pursuant to the Merger Agreement and applicable state law will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) Parent, Subsidiary and Company will each be a party to the reorganization within the meaning of Section 368(b) of the Code; and (iii) the stockholders of the Company will not recognize gain or loss as a result of the Merger, except (A) to the extent made such stockholders receive cash in lieu of fractional shares, and such opinion shall not have been withdrawn or modified in any material respect, substantially in the form of Exhibit 8.2(b); -------------- (c) the Company shall have received an opinion or opinions from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, special counsel to Parent and Subsidiary, dated the Closing Date, reasonably satisfactory to the Company substantially in the form set forth in Exhibit 8.2(c) attached hereto; -------------- (d) the Company shall have received "comfort" letters in customary form from Coopers & ▇▇▇▇▇▇▇ L.L.P., certified public accountants for Parent and Subsidiary, dated the date of the Proxy Statement, the effective date of the Registration Statement and the Closing Date (or such other date reasonably acceptable to the Company) with respect to certain financial statements and other financial information included in the Registration Statement and any subsequent changes in specified balance sheet and income statement items, including total assets, working capital, total stockholders' equity, total revenues and the total and per share amounts of net income related to Parent; (e) since the date hereof, there shall have been no changes that have, and no event or events shall have occurred which have resulted in or have, a Parent Material Adverse Effect; (f) all governmental waivers, consents, orders, and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date, and no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to Parent of the Merger; (g) the Company shall have received from ▇▇▇▇▇▇▇▇▇ & Company, Inc. (or other nationally recognized investment banking firm reasonably acceptable to Parent) an opinion, dated as of the date on which the Proxy Statement and Prospectus is first distributed to the stockholders of the Company, to the effect that the consideration to be received by the stockholders of the Company in the Merger is fair, from a specific datefinancial point of view, to the holders of Company Common Stock, and such opinion shall not have been withdrawn; (h) Deloitte & Touche LLP, independent public accountants for the Company, shall have delivered a letter, dated the Closing Date, addressed to the Company, in form and substance reasonably satisfactory to the Company, stating that the Company has not taken any action that would affect the ability to account for the Merger as a pooling-of-interests transaction under APB 16; and (i) The parent shall have entered into an employment agreement with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇"), a form of which case such representation is attached hereto as Exhibit ------- 8.2(i). ------ SECTION 8.3 Conditions to Obligations of Parent and warranty Subsidiary to Effect the Merger. Unless waived by Parent and Subsidiary, the obligations of Parent and Subsidiary to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the additional following conditions: (a) the Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of such specific the date made and (B) representations on and warranties qualified by materiality shall be true as of the Closing Date as if made at and correct in all respects); provided that, if the primary purpose as of such Incremental Revolving Commitment is date, and Parent shall have received a Certificate of the President and Chief Executive Officer or of a Vice President of the Company, in form and substance reasonably satisfactory to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving LendersParent to that effect; (b) Parent shall have received an opinion from ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, then the foregoing shall be limited special counsel to the Specified Representations Company, effective as of the Closing Date, substantially in the form set forth in Exhibit 8.3(b) attached hereto; -------------- (c) Parent shall have received "comfort" letters in customary form and substance reasonably satisfactory to Parent from Deloitte & Touche LLP, certified public accountants for the Company, dated the date of the Proxy Statement, the effective date of the Registration Statement and the Closing Date (or such other than Section 5.19 date reasonably acceptable to Parent) with respect to certain financial statements and other financial information included in the target Registration Statement and any subsequent changes in such Permitted Acquisition specified balance sheet and its subsidiaries)income statement items, including total assets, working capital, total stockholders' equity, total revenues and the total and per share amounts of net income related to the Company; (iiid) the Affiliate Agreements required to be delivered to Parent pursuant to Section 7.4 shall have been furnished as required by Section 7.4; (e) since the date hereof, there shall have been no Default changes that have, and no event or Event of Default events shall have occurred which have resulted in or have, a Company Material Adverse Effect; (f) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall effect at the Borrower’s election instead be tested at Closing Date, and no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the time value to Parent of the execution Merger; (g) Parent shall have received from ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (or other nationally recognized investment banking firm reasonably acceptable to the Parent) an opinion reasonably acceptable to the Parent, dated as of the relevant definitive acquisition agreementdate on which the Proxy Statement and Prospectus is first distributed to the shareholders of Parent, to the effect that the Exchange Ratio is fair, from a financial point of view, to Parent's stockholders, and such opinion shall not have been withdrawn; (h) the Company shall have delivered to Parent its audited consolidated financial statements for the year ended December 31, 1996, together with an unqualified opinion from Deloitte & Touche LLP regarding such financial statements, which financial statements shall reflect earnings which are not materially less than the average of the published projections of the securities analysts' which regularly follow the Company and which financial statements shall reflect all normal, recurring adjustments necessary to fairly present the Company's results from operations or financial condition; and (ivi) the Borrower Coopers & ▇▇▇▇▇▇▇ L.L.P., public accountants for Parent and Subsidiary, shall deliver or cause to be have delivered a duly executed Increase Revolving Joinder letter, dated the Closing Date, addressed to Parent, in form and any customary legal opinions or other documents substance reasonably requested by satisfactory to Parent stating that the Administrative Agent in connection with any such transactionMerger will qualify as a pooling-of-interests transaction under APB 16.

Conditions. The (i) As a condition precedent to each Incremental Revolving Commitment Increase, the Borrower shall become effective deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Requirements of Law with respect to the Loan Documents of a Guarantor, of each such Guarantor, dated as of such Revolving Commitment the Increase Effective Date; provided that: , signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (iA) certifying and attaching the condition set forth resolutions adopted by the Borrower or such Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase, as of the Increase Effective Date no Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof) with each of the financial covenants contained in Section 6.2(c7.14 and (3) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any of the Borrower and each other Loan Party contained in Article V or pursuant to the any other Loan Documents shall be Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, 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 such date as if made on and as of such date (the Increase Effective Date, except (A) to the extent made as of a specific that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each such representation and or warranty shall be true and correct in all material respects on and respects) as of such specific date earlier date, and except that for purposes of this clause (B) i)(B)(3), the representations and warranties qualified by materiality contained in Sections 5.04(a) and (b) shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is deemed to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited refer to the Specified Representations most recent statements furnished pursuant to Sections 6.01(a) and (other than Section 5.19 with respect b), respectively. In addition, as a condition precedent to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thateach Incremental Increase, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder such other officer’s certificates, organizational documents and any customary legal opinions or other documents of the type delivered on the Closing Date as are reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have substantially the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if such payments were effected by prepayments of Revolving Credit Loans. (iii) To the extent that any Incremental Increase shall take the form of a Term Loan Increase or an Incremental Term Loan, this Agreement may be amended to the extent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans or Term Loan Increase), including with respect to such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any such transactionterms (when taken as a whole) are materially more restrictive to the Borrower and its Restricted Subsidiaries then such material terms shall be added to the Term Facility hereunder, provided that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed in respect of each other Term Facility hereunder (or tranche thereof) without any further action by or consent of any Person and (ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents. On any Increase Effective Date on which any Incremental Increase in the form of a Term Loan Increase or an Incremental Term Loan is effective, subject to the satisfaction of the terms and conditions in this Section 2.14, each Lender of such new Term Loan Increase or an Incremental Term Loan shall make an amount equal to its commitment to such new Term Loan Increase or an Incremental Term Loan available to the Borrower, in a manner consistent with Borrowings hereunder. (iv) Notwithstanding anything to the contrary contained in this subsection 2.14(d), the only conditions precedent to any Incremental Increase in connection with a Limited Conditionality Transaction shall be those set forth in Section 1.09.

Conditions. The Any Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the applicable Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) no Lender shall be satisfied (except as otherwise set forth required to participate in the applicable Increase Revolving Joinder)any such new incremental facility; (ii) Each of the all representations and warranties made by any Loan Party contained in or pursuant to this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such date Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on and as of such date (except (A) to the extent made as of a specific datesuch representations and warranties expressly relate to an earlier date and in such case, in which case such representation representations and warranty warranties shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties date; provided that any representation or warranty that is qualified by materiality materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects); provided that, if as though made on and as of the primary purpose applicable date, before and after giving effect to such Borrowing of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)Term Loans; (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings Borrowings to be made on the Revolving Commitment such Increase Effective Date (except Date; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as otherwise set forth in of the applicable Increase Revolving Joinder); provided thatEffective Date, if the primary purpose of such Incremental Revolving Commitment is without giving effect to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementany Collateral Coverage Ratio Cure Period; and (iv) after giving pro forma effect to the Borrower shall deliver or cause Borrowings to be delivered a duly executed made on the Increase Revolving Joinder Effective Date, (A) the Collateral Coverage Ratio shall not be less than 2.00 to 1.00 and any customary legal opinions or other documents reasonably requested by (B) the Administrative Agent in connection with any such transactionaggregate outstanding amount of all Priority Lien Debt is no greater than $5,000,000,000.

Conditions. The No Incremental Revolving Commitment Facility shall become effective as of under this Section 1.1(e) unless, immediately after giving pro forma effect to such Revolving Commitment Increase Effective Date; provided that: Incremental Facility, the Loans to be made thereunder (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth and assuming, in the applicable Increase case of an Incremental Revolving Joinder); (ii) Each of Loan Commitment, that the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose entire amount of such Incremental Revolving Loan Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with funded), the consent application of only the Revolving Lendersproceeds therefrom and any acquisition or investment consummated in connection therewith: (A) no Event of Default shall exist at the time of funding or, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 solely with respect to an Incremental Term Loan the target in such proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition and its subsidiaries); (iii) no which is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than a majority of the commitments to provide such Incremental Term Loan waive the absence of a Default or Event of Default shall have occurred and be continuing or would result from the borrowings as a condition to be made funding thereof, on the Revolving Commitment Increase Effective Date date on which the related acquisition agreement is executed and becomes effective (except any such date, an “Acquisition Agreement Signing Date”); (B) as otherwise of the last day of the most recent month for which financial statements have been delivered pursuant to Section 4.1(c), (1) (a) unless constituting Incremental Equivalent Debt, the Senior Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall not exceed 5.25:1.00 (b) to the extent constituting Incremental Equivalent Debt, the Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall not exceed 6.50:1.00 and (2) the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI; (C) proceeds of Incremental Term Loans shall be used solely to (1) finance or refinance the applicable Increase Revolving Joinder); provided thatpurchase price of a Permitted Acquisition that is, if in each case, consummated substantially concurrently with the primary purpose incurrence thereof or within 30 days prior to the date of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition incurrence, (2) make other Investments permitted under Section 8.75.4, (3) finance working capital requirements and general corporate purposes of the Borrower and its Subsidiaries in accordance with the consent terms of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementthis Agreement and (4) make Restricted Payments permitted under Section 5.11; and (ivD) the Applicable Agent shall have received a certificate of a Responsible Officer of the Borrower shall deliver or cause certifying as to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionforegoing.

Conditions. The Incremental Revolving Term Loan Commitment shall become effective effective, as of such Revolving Commitment Increase Incremental Term Loan Effective Date; provided provided, that, subject to Section 1.6 in the case of an Incremental Term Facility incurred in connection with a Limited Conditionality Transaction: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date Incremental Term Loan Effective Date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiariesdate); (iiiii) no Default or Event of Default shall have occurred and be continuing exist immediately prior to or would result from the borrowings after giving effect to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andTerm Facility; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the proceeds of such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and determined on the basis of the financial statements for the most recently ended fiscal quarter), and assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such time; and (vi) the all in yield applicable to any Incremental Term Loan will be determined by the Borrower and the Lenders providing such Incremental Term Loans.

Conditions. The Incremental Revolving Commitment institution of the Add-On Term Loan shall become effective as of such Revolving Commitment Increase Effective Date; provided thatbe subject to the following conditions: (iI) each of the condition conditions set forth in Section 6.2(c) 5.02 shall be satisfied (except as otherwise set forth or waived in accordance with the applicable Increase Revolving Joinder)terms hereof; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiII) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be Add-On Term Loan made on the Revolving Commitment Increase Add-On Term Loan Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatDate, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andany; (ivIII) the Borrower shall deliver deliver, or cause to be delivered a duly executed Increase Revolving Joinder and delivered, any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (IV) any Person providing any portion of the Add-On Term Loan that is not an existing Lender must be an Eligible Assignee; (V) any institution of the Add-On Term Loan shall be in a minimum principal amount of Fifty Million Dollars ($50,000,000), and in integral multiples of Ten Million Dollars ($10,000,000) in excess thereof; (VI) other than with respect to any Add-On Term Loan the proceeds of which shall be used to finance a Permitted Acquisition or any other Investment permitted under Section 8.04, a Responsible Officer of the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Borrower would be in compliance with all applicable Financial Covenants in effect at such time on a Pro Forma Basis, recomputed as of the last day of the last ended Test Period; and (VII) the Applicable Rate, fees and scheduled principal amortization payments under each Add-On Term Loan shall be as set forth in the Add-On Term Loan Lender Joinder Agreement.

Conditions. The Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (Ax) to the extent made as that such Incremental Commitments are incurred in connection with a Permitted Acquisition, no Event of a specific dateDefault under §14.1(a), in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date (b), (g) and (Bh) representations shall have occurred and warranties qualified by materiality shall be true and correct in all respects); provided thatcontinuing or (y) otherwise, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date Date; (ii) (x) to the extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition, the Specified Representations are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, or (y) otherwise, the representations and warranties contained in §8 and the other Loan Documents are true and correct in all material respects on and as otherwise of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this clause (y), the representations and warranties contained in §8.4.1 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of §9.4; (iii) to the extent that such Incremental Commitments are not incurred in connection with a Permitted Acquisition, on a pro forma basis (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time §11 as of the execution end of the relevant definitive acquisition agreementlatest fiscal quarter for which internal financial statements are available; and (iv) the Borrower Borrowers shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and make any customary legal opinions or other documents reasonably requested by the Administrative Agent breakage payments in connection with any such transactionadjustment of Revolving Loans pursuant to §6.9.

Conditions. The Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as otherwise set forth of such earlier date, and except that for purposes of this Section 2.18(a), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the applicable Increase Revolving Joindermost recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that, if in the primary purpose case of such an Incremental Revolving Commitment is being used to finance consummate a Limited Condition Acquisition permitted under Section 8.7Acquisition, with at the consent of only Borrowers’ election, to the Revolving extent acceptable to the Lenders providing such the relevant Incremental Revolving CommitmentCommitments, the foregoing shall at only representations and warranties that will be required to be true and correct will be the Borrower’s election instead be tested at the time customary specified representations as agreed to by such Lenders and such of the execution representation, made by or on behalf of the relevant definitive applicable Target in the acquisition agreement governing such Limited Condition Acquisition as are material to the interest of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Condition Acquisition as a result of a breach of such representation in the acquisition agreement; and. (iv) if required by the Borrower Lenders, the Borrowers shall deliver or cause make any breakage payments in connection with any adjustment of Revolving Loans pursuant to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents Section 3.05; (v) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Closing Date under Section 4.01 or otherwise reasonably satisfactory to the Administrative Agent; and (vi) (A) upon the reasonable request of any Incremental Lender (as defined below) made at least three (3) days prior to the Increase Effective Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Increase Effective Date and (B) at least ten (10) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such transactionLoan Party.

Conditions. The Incremental Revolving Commitment shall become effective as effectiveness of such Revolving Commitment Increase Effective Date; provided thatthis Amendment is subject to the following conditions precedent: (a) Each Company shall have delivered to Holder a manually executed original of this Amendment; (b) The Companies shall have paid to Holder the Amendment Fee (as defined below); (c) The Companies shall have delivered to Holder an agreement executed by each Company and CIT in form and substance satisfactory to Holder (the "CIT Amendment"), pursuant to which, among other things, (i) CIT shall have waived all Defaults and Events of Default (as such terms are defined in the condition CIT Financing Agreement) in existence as of the date hereof under the CIT Financing Agreement, which waiver shall be subject to no conditions to effectiveness other than those substantially similar to those set forth herein, and (ii) CIT and the Companies shall have agreed to amend the financial covenants set forth in the CIT Financing Agreement such that the financial covenants therein are the same as the financial covenants set forth in the Loan Agreement, as amended hereby; (d) After giving effect to the waiver set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date2, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except in existence as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementdate hereof; and (ive) After giving effect to the Borrower CIT Amendment, no Default or Event of Default (as such terms are defined in the CIT Financing Agreement) shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by in existence as of the Administrative Agent in connection with any such transactiondate hereof under the CIT Financing Agreement.

Conditions. The Incremental Revolving Commitment Tenant shall become effective as not have any right to assign this Lease or sublet the Premises under Section 12.7.1 above unless each of such Revolving Commitment Increase Effective Date; provided thatthe following conditions precedent are satisfied: (ia) Tenant shall deliver to Landlord notice at least ten (10) days prior the condition set forth in effective date of such Transfer with evidence reasonably satisfactory to Landlord that the conditions of this Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)have been satisfied; (iib) Each no Event of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of Default exists at such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)time; (iiic) no Default or Event such Transferee shall use the Premises only for those uses expressly permitted by the terms of Default this Lease; (d) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Article 12; (e) Subject to the provisions of Section 12.8, Tenant shall remain fully liable under this Lease and the Transferee shall agree with Landlord to be jointly and severally liable with Tenant for all Lease obligations including the obligation to pay all Rent due under this Lease and Landlord shall have occurred received an acceptable assignment and be continuing or would result assumption agreement to such effect from the borrowings Tenant and Transferee; (f) such Transferee shall execute an agreement in favor of Landlord to be made on bound by all of the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatobligations of Tenant hereunder, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7including, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitmentwithout limitation, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementobligation to pay all Rent and other charges due under this Lease; and (ivg) in the Borrower case of a Successor Entity, such Transferee (individually or collectively with all owned or controlled subsidiaries of Transferee) has a net worth at least equal to Tenant as of the date immediately prior to such merger, consolidation or transfer, as determined in accordance with generally accepted accounting principles; the determination of net worth shall deliver or cause be based upon financial information (reasonably acceptable to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested Landlord) certified by the Administrative Agent in connection with any such transactionan independent certified public accountant.

Conditions. The Incremental Revolving Commitment As a condition precedent to the effectiveness of this Amendment and to Administrative Agent's obligations hereunder, each of the following conditions precedent shall become effective have been satisfied (as determined by Administrative Agent in its sole and absolute discretion) as of such Revolving Commitment Increase Effective Date; provided thatthe date of this Amendment: (ia) All parties shall have executed and delivered this Amendment. (b) Administrative Agent shall have received consents or resolutions, with a certificate of incumbency, from each of Borrower and Guarantors authorizing the condition execution and delivery of this Amendment, and any other documents or instruments required or requested by Administrative Agent. (c) Administrative Agent shall have received such other documents or instruments as are required under this Amendment or as may otherwise be reasonably requested by Administrative Agent. (d) Administrative Agent shall have been reimbursed by Borrower in the full amount of Administrative Agent's and each Lender's costs and expenses incurred in connection with this Amendment and the transactions, documents and instruments contemplated hereby, including, without limitation, reasonable attorneys' fees and expenses. (e) The representations and warranties set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each this Amendment and all of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be continue to remain true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);. (iiif) no Default or As of the date hereof, there shall not have been an Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except part of Borrower or Guarantors under any of the Loan Documents. The parties agree that this Amendment will not be binding upon or enforceable against Administrative Agent or Lenders until such time as otherwise each of the conditions precedent set forth above have been satisfied in Administrative Agent's sole and absolute determination, and then only after Borrower and Guarantors have has fully complied with all of the other terms and conditions set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionthis Amendment.

Conditions. The Such Incremental Revolving Commitment Term Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.03 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or 1060441.101066947.03-CHISR01A - MSW application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (except as otherwise set forth provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the applicable Increase Revolving Joindercase of a concurrent use); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Loan Parties shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of Default.

Conditions. The Such Incremental Term Loan Commitments and Incremental Revolving Commitment Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of such request or immediately after giving effect thereto; provided, that, solely with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the execution foregoing condition shall not be required to be satisfied and instead no Default or Event of Default shall exist at the time the definitive documentation for such Limited Condition Acquisition is executed; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans and/or Incremental Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; (iviii) the Borrower Agent shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when Borrowers use all of the Incremental Term Loan Commitments available at such time); and (v) subject to customary “Sungard” limitations (to the extent agreed to by the Lenders providing the Incremental Facility and to the extent the proceeds of any Incremental Facility are being used to finance a Limited Condition Acquisition), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any 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) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects (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 of such earlier date.

Conditions. The Incremental No Lender shall have any obligation to make any Revolving Commitment shall become effective as Advance to Borrower (other than any Revolving Advances under Section 2A.2 hereof) or to incur any Letter of Credit Obligation unless, in each instance, (x) with respect to a Revolving Advance (other than a Revolving Advance under Section 2.1(c) and 2A.2 hereof), the Borrower delivers to the Agent a Borrower's Certificate dated the date of such Revolving Commitment Increase Effective Date; provided that:Advance and (y) the following conditions precedent are fulfilled to the satisfaction of the Agent (or waived in writing by the Majority Lenders): (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the all representations and warranties made by each of the Credit Parties contained herein or otherwise made in any Loan Party in Document (including, without limitation, each Borrower's Certificate), officer's certificate or pursuant any agreement, instrument, certificate, document or other writing delivered to the Loan Documents Agent or any Lender in connection herewith or therewith, shall be true and correct in all material respects on with the same effect as though such representations and as of such date as if warranties had been made on and as of the date of such date borrowing or issuance of a Letter of Credit (except (A) to the extent made unless any such representation or warranty speaks as of a specific particular date, in which case such representation and warranty it shall be true and correct in all material respects on and deemed repeated as of such specific date); (ii) on the date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance borrowing or issuance of a Limited Condition Acquisition permitted under Section 8.7 with the consent Letter of only the Revolving Lenders, then the foregoing Credit there shall be limited to the Specified Representations exist no Default or Event of Default (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiarieseither immediately before or after giving effect thereto); (iii) no Default or Event of Default the Borrower shall have occurred complied with all procedures and be continuing given all certificates, notices and other documents required hereunder for such advance or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementissuance; and (iv) the Borrower Agent shall deliver have received such other approvals of Governmental Authorities or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents as the Agent may have reasonably requested by the Administrative Agent in connection with any such transactionrequested.

Conditions. The Such Incremental Revolving Commitment Commitments shall become effective as of such Revolving Commitment Increase Effective Date; provided that: (i) the condition set forth in subject to Section 6.2(c) shall be satisfied 1.06, and (except as otherwise set forth solely in the applicable Increase Revolving Joindercase of any Incremental Facility incurred in connection with a Limited Condition Transaction) unless (other than in the case of an Event of Default under Section 8.01(a); , (iib), (g) Each of or (h)) waived by the representations and warranties made by any Loan Party lenders in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose respect of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving LendersFacility, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default (or, in the case of an Incremental Facility the proceeds of which will be used for a Permitted Acquisition or other Investment or Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h)) shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the execution terms of Section 1.06 hereof; (ii) the proceeds of the relevant definitive acquisition agreement; andIncremental Term Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the Loan Documents; (iviii) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Commitments available at such time); (v) any Incremental Facilities may be (A) secured on a pari passu basis with the Term Loans, (B) secured on a junior basis to the Term Loans, (C) unsecured or (D) secured on non-Collateral and, in the case of clauses (B), (C), and (D) shall be established as a separate facility from the then existing Term Loans; provided that with respect to any such separate facility to the extent secured by Collateral and in an aggregate amount in excess of the greater of $10,500,000 and 35% of Consolidated EBITDA (except, for the avoidance of doubt, to the extent any such Incremental Facility is documented under the Loan Documents), (x) if secured by the Collateral, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to an Other Intercreditor Agreement and/or the First Lien/Second Lien Intercreditor Agreement, as applicable (provided, that, in each case, no acknowledgement or counter signature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)) or (y) if payment subordinated, shall be subject to a subordination agreement on terms that are reasonably acceptable to the Administrative Agent and the Borrower (provided, that, in each case, no acknowledgement or countersignature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)); provided, further, that no Incremental Facility shall (x) have a borrower other than the Borrower or (y) be guaranteed by any Person unless such Person is a Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, subject to customary “SunGard” limitations (to the extent agreed to by the lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition or other Investment or in connection with any Limited Condition Transaction (and such limitations shall include a limitation to the Specified Representations)), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any 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) on and as of the date of such credit extension (or, if incurred in connection with a Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (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 of such earlier date.

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.01(c) unless (A) immediately before and immediately after giving effect to such Incremental Facility, the loans to be made thereunder and the application of such Revolving Commitment Increase Effective Date; the proceeds therefrom on a pro forma basis, (I) no Default or Event of Default shall have occurred or be continuing (provided that: (i) that if the proceeds of the applicable Incremental Facility are to be used to finance a Limited Conditions Transaction, then the condition precedent set forth in Section 6.2(cthis clause (I) shall may be satisfied limited to Specified Events of Default), (except as otherwise II) the representations and warranties of the Loan Parties set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall would be 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 date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such date as if made on representation and as of such date (except (A) warranty that expressly relates to the extent made as of a specific prior date, in which case such representation and warranty shall be true and correct in all material respects on and (or in all respects, as applicable) as of such specific earlier date (provided that if the proceeds of the applicable Incremental Facility are to be used to finance a Limited Conditions Transaction, then the condition precedent set forth in this clause (II) may be limited to (x) Specified Representations and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired) and (III) the Borrower will be in compliance with the Financial Covenants set forth in Section 8.01, (x) based on the financial statements most recently delivered pursuant to Section 7.01(a), (y) without netting the cash proceeds thereof from Consolidated Total Debt and (z) assuming all amounts thereunder are fully drawn, (B) representations all fees and warranties qualified by materiality expenses owing in respect of such Incremental Facility to the Administrative Agent and the Lenders shall be true have been paid and correct (C) the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the foregoing and attaching reasonably detailed supporting calculations related thereto, in all respects)form reasonably satisfactory to the Administrative Agent; provided that, if the primary purpose of such with respect to any Incremental Revolving Commitment is Facility incurred to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving LendersTransaction, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead election, the conditions in the foregoing clauses (A), (B) and (C) shall be tested at the time of the execution of the relevant definitive acquisition agreement; and subject to Section 1.08. (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.)

Conditions. The Such Incremental Revolving Commitment Term Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.03 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (except as otherwise set forth provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the applicable Increase Revolving Joindercase of a concurrent use); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Loan Parties shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in 1117312.02-CHISR02A - MSW calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of Default.

Conditions. Section 7.1 Conditions to Each Party's Obligation to Effect the Merger. The Incremental Revolving Commitment respective obligations of each party to effect the Merger shall become effective as be subject to the satisfaction at or prior to the Effective Time of such Revolving Commitment Increase Effective Date; provided thatthe following conditions unless waived in accordance with Section 8.4: (ia) This Agreement and the condition Merger shall have been approved at or prior to the Effective Time by the holders of a majority of the outstanding shares of MedCath Common Stock entitled to vote thereon; (b) No action, suit or proceeding shall be pending before any court or governmental body in which an unfavorable judgment or decree would prevent or substantially delay the consummation of the Merger, cause the Merger to be rescinded or, with respect to any litigation in connection with the Merger, result in an award of damages that would have a Material Adverse Effect; and (c) Any applicable waiting period under the HSR Act shall have expired or early termination shall have been granted. Section 7.2 Conditions to Obligation of MedCath to Effect the Merger. The obligations of MedCath to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions, unless waived by MedCath: (a) The representations and warranties of Acquiror and the Parent set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents Article 6 hereof shall be true and correct in all material respects on (except that any such representation and warranty that is qualified as to materiality by reference to "Material Adverse Effect" or any similar term shall be true and correct) as of the date of this Agreement and as of such date the Effective Time as if though made on and as of the Effective Time, and MedCath shall have received a certificate from each of Acquiror and Parent signed by its President and a Vice President, respectively, to that effect, provided that such date signatories shall not have any personal liability in connection therewith; and (except (Ab) Acquiror and Parent shall have performed in all material respects all obligations required to be performed by them under this Agreement prior to the extent made as Effective Time, and MedCath shall have received a certificate from each of Acquiror and the Parent signed by its President and a specific dateVice President, respectively, to that effect, provided that such signatories shall not have any personal liability in which case such representation connection therewith. Section 7.3 Conditions to Obligations of Acquiror to Effect the Merger. The obligations of Acquiror and warranty the Parent to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions, unless waived by Acquiror or the Parent: (a) The representations and warranties of MedCath set forth in Article 4 hereof shall be true and correct in all material respects (except that any such representation and warranty that is qualified as to materiality by reference to "Material Adverse Effect" or any similar term shall be true and correct) as of the date of this Agreement and as of the Effective Time as though all of such representations were made on and as of the Effective Time by MedCath, and Acquiror shall have received a certificate of MedCath signed by the President, the Chief Financial Officer or a Vice President of MedCath to that effect, provided that such specific date and (B) representations and warranties qualified by materiality signatories shall be true and correct not have any personal liability in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)connection therewith; (iiib) no Default or Event of Default MedCath shall have occurred and be continuing or would result from the borrowings performed in all material respects all obligations required to be made performed by it under this Agreement prior to the Effective Time and Acquiror shall have received a certificate of MedCath signed by the President, the Chief Financial Officer or a Vice President of MedCath to that effect, provided that such signatories shall not have any personal liability in connection therewith; (c) Acquiror shall have obtained financing necessary to satisfy its obligations to pay the Cash Merger Consideration pursuant to Section 2.1 hereof on terms and conditions satisfactory to Acquiror in its sole discretion. Acquiror acknowledges that its obtaining financing from parties satisfactory to it and on substantially the Revolving Commitment Increase Effective Date (except same terms and conditions as otherwise set forth in the applicable Increase Revolving Joinder); provided thatFinancing Letters shall satisfy this condition. (d) MedCath and Acquiror shall have been furnished with evidence satisfactory to them of the timely consent or approval of, if the primary purpose of such Incremental Revolving Commitment or notice to, each governmental authority or other person or entity whose consent or approval, or to whom notice, is to finance a Limited Condition Acquisition permitted under Section 8.7, required in connection with the consent execution or delivery by MedCath or Acquiror of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time this Agreement or consummation of the execution transactions contemplated hereby or the absence of which would result in a default or acceleration under or right to terminate any contract or agreement, except with respect to consents, waivers or approvals relating to the Merger with respect to agreements set forth in Item 3.4 of the relevant definitive acquisition agreementDisclosure Schedules; (e) The persons named in Item 7.3 of the Disclosure Schedules will have invested in Parent an amount equal to at least 50% of the value of the MedCath Common Stock and the spread on the Stock Options (assuming a value of $19.00 per share) held by such persons, which investment will be made substantially on the terms of the letter agreement of even date herewith between Acquiror and such persons; (f) The directors of MedCath shall have, other than those who are also directors of Acquiror, tendered to MedCath their resignations effective as of the Effective Time; and (ivg) To MedCath's knowledge, neither it nor any of its subsidiaries shall be under investigation for any violation of the Borrower shall deliver "▇▇▇▇▇" laws, anti-kickback laws or cause the laws relating to be delivered a duly executed Increase Revolving Joinder and Medicare, Medicaid, Champus or any customary legal opinions rules or other documents reasonably requested by the Administrative Agent in connection with any such transactionregulations related thereto.

Conditions. The Any Incremental Term Loan Commitment or Incremental Revolving Commitment Commitment, as applicable, shall become effective as of such Revolving Commitment Increase its Incremental Facility Effective Date; provided that: (i) the condition set forth Borrower shall have delivered to the Administrative Agent, the notice of borrowing for such extension of credit in Section 6.2(c) shall be satisfied accordance with this Agreement (except as otherwise set forth in the applicable Increase Incremental Term Joinder or Incremental Revolving Joinder, as applicable); (ii) Each each of the representations and warranties made by any Loan Credit Party in or pursuant to the Loan Credit Documents shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties unless qualified by materiality materiality, in which case they shall be true and correct in all respects) on and as of such specific date); provided that, if the primary purpose of such Incremental Revolving Commitment Facility is to finance a Limited Condition Permitted Acquisition or an Investment permitted under Section 8.7 with the consent of only the Revolving Lenders6.6, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 4.21 with respect to the target in such Permitted Acquisition and its subsidiariesRestricted Subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Incremental Facility Effective Date (except as otherwise set forth in the applicable Increase Incremental Term Joinder or Incremental Revolving Joinder, as applicable); provided that, if the primary purpose of such Incremental Revolving Commitment Facility is to finance a Limited Condition Permitted Acquisition or an Investment permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment6.6, the foregoing shall at the Borrower’s election instead be tested at the time limited to no Event of the execution of the relevant definitive acquisition agreement; andDefault under 8.1(a), 8.1(f) or 8.1(g); (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) after giving effect to any such Incremental Revolving Commitment, the aggregate amount of Incremental Revolving Commitments hereunder shall not exceed $100,000,000.

Conditions. The Incremental Revolving Commitment following conditions shall become effective as of such Revolving Commitment Increase Effective Date; provided that:be met by Tenant for any alterations to the Premises permitted under PARAGRAPHS 10(A) and 10(B): (i) Before the condition set forth in Section 6.2(c) commencement of any such work, plans and specifications therefor or a detailed itemization including costs thereof shall be satisfied (except as otherwise set forth in furnished to Landlord for its review and approval. Landlord's approval of Tenant's plans shall create no responsibility or liability on the applicable Increase Revolving Joinder);part of Landlord for their completeness, design, sufficiency or compliance with all laws, rates, and regulations of governmental agencies or authorities. (ii) Each If the cost of such work will exceed FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), then Tenant shall deposit in Landlord's name, in an escrow account at the Bank or other financial institution designated by Landlord, the anticipated cost of such work, as certified by Tenant's contractor, who shall be approved by Landlord, or, in the alternative, shall provide Landlord with other reasonable assurances that such work will be performed and paid for in a lien-free fashion, such as demonstrating to landlord the strength of Tenant's financial condition or by demonstrating to landlord that a lender has committed to loan Tenant construction funds for the proposed alterations.. Such proceeds shall be disbursed periodically by Landlord upon certification of Tenant's contractor that such amounts are the amounts paid or payable for such work. Tenant shall, at the time of establishment of such escrow account and from time to time thereafter until said work shall have been completed and paid for, furnish Landlord with adequate evidence that at all times the undisbursed portion of the representations escrowed funds, together with any funds made available by Tenant, is sufficient to pay for the work in its entirety. Tenant shall obtain, and warranties made by any Loan Party in or pursuant make available to Landlord, receipted bills and, upon completion of the Loan Documents shall be true work, full and correct in all material respects on and as final waivers of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);lien. (iii) no Default Before the commencement of any such work, Tenant shall obtain any required approvals from all governmental departments or Event authorities having or claiming jurisdiction of Default or over the Premises, and from any public utility companies having an interest therein. In any such work, Tenant shall have occurred comply with all applicable laws, ordinances, requirements, orders, directions, rules and be continuing regulations of the federal, state, county and municipal governments and of all other governmental authorities having or would result from claiming jurisdiction of or over the borrowings to be made on Premises and of all their respective departments, bureaus and offices, and with the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided thatrequirements and regulations, if the primary purpose any, of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7public utilities, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution insurance underwriting board or insurance inspection bureau having or claiming jurisdiction, or any other body exercising similar functions, and of all insurance companies then writing policies covering the relevant definitive acquisition agreement; andPremises or any part thereof. (iv) Tenant represents and warrants to Landlord that all such construction work will be performed in a good and workmanlike manner and in accordance with the Borrower terms, provisions and conditions of this Lease and all governmental requirements. (v) Landlord shall deliver or cause have the right to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with inspect any such transactionconstruction work at all times during normal working hours and to maintain at the Premises for that purpose (at its own expense) such inspector(s) as it may deem necessary so long as such inspections do not interfere with Tenant's work (but Landlord shall not thereby assume any responsibility for the proper performance of the work in accordance with the terms of this Lease, nor any liability arising from the improper performance thereof). (vi) All such work shall be performed at Tenant's cost and expense and free of any expense to Landlord and free of any liens on Landlord's fee simple interest on or Tenant's leasehold interest in the Premises. (vii) Upon substantial completion of any such work Tenant shall procure a certificate of occupancy, if applicable, from the appropriate governmental authorities verifying the substantial completion thereof. (viii) Tenant shall, indemnify and save and hold Landlord harmless from and against and reimburse Landlord for any and all loss, damage, cost and expense (including, without limitation, reasonable attorneys' fees) incurred by or asserted against Landlord which are occasioned by or result, directly or indirectly, from any construction or renovation activities conducted upon the Premises; whether or not the same is caused by or the fault of Tenant or any contractor, subcontractor, laborer, supplier, materialman or any other third party.

Conditions. (a) The Incremental Revolving Commitment Company, on its own initiative, shall become effective as not change the terms and conditions of such Revolving Commitment Increase Effective Date; provided that: any LBL Contract, other than for any changes that are required due to (i) changes in Applicable Law, (ii) the condition set forth terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company's liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in Section 6.2(cthe terms and conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be satisfied that are required due to the reasons identified in clauses (except i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (i) or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (b) Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the applicable Increase Revolving Joinder); (ii) Each Inception Date of the representations terms and warranties conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by any Loan Party in or the Reinsurer pursuant to the Loan Documents shall be true and correct Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in all material respects on and as any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such date LBL Contract as if made on and as of such date (except (A) to the extent made as of a specific datenon-approved changes, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default amendments or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionmodifications had not been made.

Conditions. The Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided that:4.1 Conditions (ia) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties given by the Sellers Group in this agreement shall have been true, accurate and not misleading when made by any Loan Party in or pursuant to the Loan Documents and shall be true true, accurate and correct in all material respects on and not misleading as of such date Completion with the same force and effect as if made on and as of such date (Completion, except (A) to the extent made such representations and warranties are as of a specific another date, in which case case, such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true true, accurate and correct in all respects); provided that, if the primary purpose not misleading as of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 that date with the consent same force and effect as if made as of only Completion. (b) the Revolving Lendersrepresentations and warranties given by the Purchaser Group in this agreement shall have been true, then the foregoing accurate and not misleading when made and shall be limited true, accurate and not misleading as of Completion with the same force and effect as if made as of Completion, except to the Specified Representations extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true, accurate and not misleading as of that date with the same force and effect as if made as of Completion. (other than Section 5.19 c) the Sellers shall have performed and complied with respect to the target in such Permitted Acquisition its obligations and its subsidiaries)covenants under clause 5; (iiid) no Default or Event of Default the PRC Merger Authority shall have occurred approved the Acquisition, without attaching any conditions or obligations; (e) the Purchaser and be continuing its applicable Affiliates shall have obtained all such consents, approvals and waivers, and licences and authorisations of and satisfied all such filings and registrations, with any governmental or would result from statutory agency or authority, in each case, as is deemed mandatory or necessary for the borrowings to be made consummation of this Transaction based on Purchaser’s knowledge after due inquiry; (f) the Revolving Commitment Increase Effective Date (except as otherwise set forth Purchaser shall have deposited Completion Cash Payment in the Escrow Account one day prior to the Completion Date; (g) the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time members of the execution of Sellers Group shall have obtained all necessary consents, approvals and waivers, and licences and authorisations of, and satisfied all filings and registrations, with, any governmental or statutory agency or authority as may be relevant and contemplated herein to give effect to the relevant definitive acquisition transactions contemplated by this agreement; and (ivh) no provision of any applicable law and no judgment, injunction, order or decree shall prohibit the Borrower shall deliver consummation of Completion or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by materially increase the Administrative Agent costs of the Purchaser in connection with any such transactionthe consummation of the transactions contemplated hereby.

Conditions. The Incremental Revolving Commitment Commitments shall become effective as of the date determined by the applicable Borrower and the Administrative Agent to be the effective date (each such Revolving Commitment date, an “Increase Effective Date”); provided that: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date Date; provided that in the case of a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a) or Section 8.01(f) shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as otherwise of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that in the case of a Limited Condition Transaction, the relevant Lenders may agree that only customary “specified representations” shall be required to be true and correct in all material respects on and as of the Increase Effective Date. (iii) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in pro forma compliance with each of the covenants set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time 7.11 as of the execution end of the relevant definitive acquisition agreementlatest fiscal quarter for which financial statements have been or are required to be furnished pursuant to subsection (a) or (b) of Section 6.01; and (iv) the applicable Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder officer’s certificates and any customary legal opinions or other documents of the type delivered on the Original Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent in connection with any such transactionAgent.

Conditions. The Incremental Revolving Commitment increased or new Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.02 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date; (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date (except and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, the Borrowers shall, as otherwise of such date, be in compliance with the covenant set forth in Section 6.10, to the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andextent applicable; (iv) the Borrower Borrowers shall make any payments required pursuant to Section 2.12 or Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.23(d); (v) the Borrowers shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (vi) any such increase, and the incurrence of Indebtedness pursuant thereto, shall be permitted by the Intercreditor Agreement; (vii) if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to each Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender and each Issuing Bank), duly executed and delivered by the Borrowers, together with such other documentation as each Agent shall reasonably request, in order to enable each Agent, the Lenders, and the Issuing Banks to comply with any of the requirements under Regulation T, Regulation U or Regulation X; and 1160299.01-CHISR1160299.03H-CHISR02A - MSW (viii) any such increase shall be permitted under the Senior Note Documents and any other then existing Indebtedness of the Loan Parties and their Subsidiaries and any such increase shall not give rise to the obligation of any Loan Party or any of its Subsidiaries under the terms of the Senior Note Documents or such other Indebtedness to grant any Lien to secure such Senior Note Documents or other existing Indebtedness (other than any obligation to provide or confirm the security granted under the Term Loan Documents in accordance with the Intercreditor Agreement).

Conditions. The Incremental Revolving Commitment increased or new Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c4.02 (other than Section 4.02(a)) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant after giving pro forma effect to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 5.01(a) or (except as otherwise b), Borrower shall be in compliance with each of the covenants set forth in Section 6.09 and the applicable Increase First-Lien Leverage Ratio shall not be greater than 2.25:1.00; (iii) Borrower shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving JoinderLoans pursuant to Section 2.20(d); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; provided, further, that to the extent the proceeds of such borrowings are used to finance all or a portion of the purchase price of a Permitted Acquisition, the conditions set forth in clauses (i) (regarding Section 4.02(b) only) and (ii) above shall only apply at the earlier of (A) the time the definitive agreements with respect to such Permitted Acquisition are executed and delivered (and on the date of effectiveness of any amendments thereto that effect an increase of more than 5% in the cash portion, if any, of the purchase price thereunder) and (B) the consummation of such Permitted Acquisition.

Conditions. The Such Incremental Revolving Commitment Term Loan Commitments shall become effective effective, as of such Revolving Commitment Increase Effective Date; provided that: (i) each of the condition conditions set forth in Section 6.2(c) 4.03 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (except as otherwise set forth provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the applicable Increase Revolving Joindercase of a concurrent use); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and; (iv) the Borrower Loan Parties shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a 972172.01-CHISR01A - MSW certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of Default.

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of any Incremental Facility, that the entire amount of such Revolving Commitment Increase Effective Date; provided thatIncremental Facility is funded), and the application of the proceeds therefrom: (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to no Default or Event of Default shall exist at the extent made as time of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)funding; provided that, if solely with respect to an Incremental Term Loan, the primary purpose proceeds of such Incremental Revolving Commitment is which are being used to finance substantially contemporaneously a Limited Condition Acquisition, the Lenders providing such Incremental Facility may agree to fund such Incremental Term Loan if (i) as of the date the signing of the Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving LendersAgreement, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from and (ii) as of the borrowings to be made on date of the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose funding of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted Facility, no Default or Event of Default under Section 8.78.1(a), with the consent 8.1(f) or 8.1(g) shall have occurred and is continuing at such time of only the Revolving Lenders providing funding; (B) reserved; (C) proceeds of any such Incremental Facility shall be used for working capital and other general corporate purposes of Borrowers and their Subsidiaries (including for capital expenditures, Permitted Acquisitions, other permitted Investments, Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the Loan Documents), and (y) with respect to any Incremental Revolving CommitmentLoans, additionally for general working capital, capital expenditure or other general corporate purposes not prohibited by this Agreement; (D) such Incremental Facility shall constitute “Senior Obligations” in respect of any Indebtedness evidenced by notes, bond, debentures or similar instruments (including, for the foregoing shall at the Borrower’s election instead be tested at the time avoidance of the execution of the relevant definitive acquisition agreementdoubt, any Permitted Convertible Indebtedness) under any Subordination Agreement; and (ivE) Agent shall have received a certificate of a Responsible Officer of the Borrower shall deliver or cause certifying as to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionforegoing.

Conditions. The Incremental Revolving Commitment increased or new Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that: (i) the condition representations and warranties of each Loan Party set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth Article V and in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any each other Loan Party in or pursuant to the Loan Documents Document shall be true and correct in all material respects on and as of such date the Increase Effective Date with the same effect as if though made on and as of such date (date, except (A) to the extent made as of a specific 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 any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; provided, further, that, with respect to any Increase Amendment incurred for purposes of financing a Limited Condition Transaction, only the Specified Representations (and not any other representations or warranties in Article V or any of the other Loan Documents or otherwise) shall be required to be true and correct in all material respects on and as of the Increase Effective Date, except to the extent such specific date and (B) representations and warranties qualified by materiality expressly relate to an earlier date, in which case they shall be true and correct in all respects)material respects as of such earlier date; provided that, if the primary purpose of such Incremental Revolving Commitment that any representation and warranty that is qualified as to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing “materiality,” “Material Adverse Effect” or similar language shall be limited true and correct (after giving effect to the Specified Representations (other than Section 5.19 with respect to the target any qualification therein) in all respects on such Permitted Acquisition and its subsidiaries)respective dates; (iiiii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings Borrowing to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth x) in the applicable case of any Increase Revolving Joinder); provided that, if the primary purpose Amendment incurred for purposes of such Incremental Revolving Commitment is to finance financing a Limited Condition Acquisition permitted under Section 8.7Transaction, with on the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time date of the execution and delivery of the relevant applicable definitive acquisition agreement; andpurchase agreement in connection with such Limited Condition Transaction and (y) in the case of any other Increase Amendment, on the date of the Increase Effective Date; (iii) after giving effect to such Incremental Term Loan Commitments, Incremental Revolving Commitments and Incremental Loans and the application of the proceeds thereof, and assuming that all Incremental Revolving Commitments are borrowed in full, the Borrower shall be in compliance on a Pro Forma Basis with a Total Leverage Ratio equal to the lesser of (x) the financial covenant contained in Section 7.15 for the Test Period then most recently ended for which financial statements have been delivered or are required to have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), as the case may be and (y) […***…] (assuming, for purposes of such calculations, that all commitments under any Incremental Facility are fully drawn); (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents certificate of a Responsible Officer certifying compliance with the foregoing conditions; and (v) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in connection with any law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such transactionamendments to the Guaranty and the Collateral Documents as may be reasonably requested by the Administrative Agent.

Conditions. The Incremental Revolving Commitment following conditions shall become effective as automatically apply to each sublease, assignment or transfer, without the necessity of such Revolving Commitment Increase Effective Date; provided thatsame being stated in or referred to in Authority's written consent: (a) Lessee shall execute, have acknowledged and deliver to Authority and cause the sublessee, assignee or other transferee ("Transferee") of any portion of Lessee's interest in this lease, the leasehold estate created hereby or the Leased Premises to execute, have acknowledged and deliver to Authority, an instrument in form and substance acceptable to Authority in which (i) the condition set forth in Section 6.2(c) shall be satisfied (except Transferee adopts this lease and assumes and agrees to perform, jointly and severally with Lessee, all of the obligations of Lessee hereunder, as otherwise set forth in to the applicable Increase Revolving Joinder); space transferred to it, (ii) Each the Transferee grants Authority an express first and prior contract lien and security interest in its improvements located upon and property brought into the transferred premises to secure its obligations to Authority hereunder, (iii) Lessee subordinates to Authority's statutory lien, contract lien and security interest any liens, security interests or other rights which Lessee may claim with respect to any property of the representations Transferee, (iv) Lessee and warranties made by any Loan Party in or pursuant guarantor of this lease agrees with Authority that, except as to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided thatlicenses granted under 8.02 above, if the primary purpose of rent or other consideration due by the Transferee exceeds the rent for the transferred space, then Lessee shall (and any guarantor guarantees that Lessee shall) pay Authority as additional rent hereunder all such Incremental Revolving Commitment is excess rent and other consideration immediately upon Lessee's receipt thereof, (v) the Transferee agrees to finance a Limited Condition Acquisition use and occupy the transferred space solely for the purposes permitted under Section 8.7 Article IV and otherwise in strict accordance with this lease, and (vi) Lessee and any guarantor acknowledges and agrees in writing that, not-, withstanding the consent transfer, Lessee and any guarantor' remains directly and primarily liable for the performance of only all the Revolving Lendersobligations of Lessee hereunder (including, then without limitation, the foregoing obligation to pay all rent), and Authority shall be limited permitted to enforce this lease against Lessee, any guarantor or the Specified Representations (Transferee, or all of them, without prior demand upon or proceeding in any way against any other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementpersons; and (ivb) the Borrower Lessee shall deliver or cause to be delivered Authority a duly executed Increase Revolving Joinder and any customary legal opinions counterpart of all instruments relative to the sublease, assignment or other documents reasonably requested transfer executed by the Administrative Agent in connection with any all parties to such transactiontransaction (except Authority).

Conditions. The Incremental Revolving Commitment shall become effective as (1) Debarment for any of such Revolving Commitment Increase Effective Date; provided that: (i) the condition causes set forth in Section 6.2(cthis section shall be made only upon approval of the Purchasing. (2) The existence of any of the causes set forth in (a) of this section does not necessarily require that a firm or individual be debarred except as provided in 4(a). In each instance, whether the offense or failure, or inadequacy of performance, be of criminal, fraudulent, or serious nature, the decision to debar shall only be made if supported by a preponderance of the credible evidence available. Likewise, all mitigating factors may be considered in determining the seriousness of the offense, failure, or inadequacy of performance, in deciding whether debarment is warranted. The actual or apparent authority of an involved individual, the present relationship of involved individuals with the bidder, the past performance of the individual or concern, and the relationship of the violation to the services or materials involved shall be considered. (3) The existence of a cause set forth in (a)(1), (2), and (3) of this section shall be established by criminal "conviction" by a court of competent jurisdiction. In the event that an appeal taken from such conviction results in reversal of the "conviction", the debarment shall be removed upon the request of the bidder (unless other causes for debarment exists). for the purposes of this policy, the following shall have the same effect as a "conviction": pleading guilty or nolo contendere, or being found guilty by a jury or court of, the offense in question, regardless of whether probation is imposed and adjudication withheld. (4) The existence of a cause set forth in (a)(4) and (5) of this section shall be established by a preponderance of credible evidence by the Purchasing. (5) Debarment for the cause set forth in (a)(5) of this section (debarment by another agency) shall be satisfied (except as otherwise proper if one of the causes for debarment set forth in (a)(1) through (4) of this section was the applicable Increase Revolving Joinder); (ii) Each basis for debarment by the original debarring agency. Such debarment may be based entirely on the record of facts obtained by the representations and warranties made by any Loan Party in original debarring agency, or pursuant to the Loan Documents shall be true and correct in all material respects on and as upon a combination of such date as if made on facts and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionadditional facts.

Conditions. The Incremental Revolving Commitment shall become effective as Notwithstanding the provisions of such Revolving Commitment Increase Effective Date; provided thatSection 2(a) hereof: (i) the obligations of the Company to indemnify Indemnitee pursuant to Section 2(a) hereof shall be subject to the condition set forth that a Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 6.2(c3 hereof is involved) shall that Indemnitee would not be satisfied (except as otherwise set forth in permitted to be indemnified under applicable law, or under the applicable Increase Revolving Joinder);Company’s By-Laws or this Agreement; and (ii) Each the obligations of the representations and warranties made by any Loan Party in or Company to make an Expense Advance to Indemnitee pursuant to the Loan Documents Section 2(a) hereof shall be true subject to the condition that, if, when and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of that a specific dateReviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, in which case such representation and warranty or under the Company’s By-Laws or this Agreement, the Company shall be true entitled to reimbursement by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by a Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality Indemnitee shall not be true and correct in all respects); provided that, if required to reimburse the primary purpose of such Incremental Revolving Commitment Company for any Expense Advance until a final judicial determination is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 made with respect thereto (as to the target in such Permitted Acquisition and its subsidiarieswhich all rights of appeal therefrom have been exhausted or lapsed); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Conditions. The An Incremental Revolving Commitment shall become effective effective, as of such Revolving Commitment the Increase Effective DateDate specified therefor; provided provided, that: (ia) each of the condition conditions set forth in Section 6.2(c) 7.2 [Each Loan or Letter of Credit] shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)satisfied; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiib) no Potential Default or Event of Default shall have occurred and be continuing or would result therefrom or from the borrowings to be made on the Revolving Commitment such Increase Effective Date and the use of proceeds thereof; (except as otherwise c) with respect to any Incremental Term Commitment only, the Borrowers shall be in compliance with the covenant set forth in Section 8.2.15 [Maximum Leverage Ratio] on a pro forma basis after giving effect to the applicable Increase Revolving Joinder); provided that, if the primary purpose establishment of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Term Commitment, the foregoing shall at the Borrower’s election instead be tested at the time incurrence of Indebtedness thereunder and any substantially concurrent use of the execution proceeds thereof, as if incurred on the last day of the relevant definitive acquisition agreement; andlast fiscal quarter for which financial statements have been delivered to the Lenders pursuant to Section 8.3.1 [Quarterly Financial Statements] or 8.3.2 [Annual Financial Statements]; (ivd) the Borrower Borrowers shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with such Incremental Commitment, including a certificate dated the Increase Effective Date and executed by an Authorized Officer of the Borrowing Agent certifying that all the requirements set forth in this clause (ii) have been satisfied and including (if applicable) reasonably detailed calculations demonstrating satisfaction of the requirement set forth in clause (c) immediately above; and (e) the Administrative Agent and, with respect to any Incremental Revolving Credit Commitment, the Issuing Lenders and the Swing Loan Lender shall have consented to any Lenders providing such transactionIncremental Commitments (such consents not to be unreasonably withheld).

Conditions. The No Incremental Revolving Commitment Facility shall become effective as under this Section 2.14 unless, immediately after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, that the entire amount of such Revolving Incremental Term Loan Commitment Increase Effective Date; provided that:is funded), and the application of the proceeds therefrom (including any acquisition or investment consummated in connection therewith): (i) the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and or be continuing or would result from continuing; (ii) the borrowings to Loan Parties shall be made on in pro forma compliance with the Revolving Commitment Increase Effective Date (except as otherwise financial covenants set forth in Section 7.03 hereof; (iii) the applicable Increase Revolving Joinder); provided that, if the primary purpose Administrative Borrower shall have submitted a Notice of Borrowing with respect to such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Facility in the same form contemplated by Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and2.02(a) hereof; (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder representations and any customary legal opinions warranties contained in Article VI and in each other Loan Document, certificate or other documents reasonably requested writing delivered to any Secured Party pursuant hereto or thereto on or prior to the date of such Loan are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date), (v) the Borrowers shall have paid all fees, costs and expenses and taxes then payable by the Borrowers pursuant to this Agreement and the other Loan Documents; (vi) the Administrative Agent in connection and the Required Lenders shall have provided their written consent to the incurrence of such Incremental Facility; (vii) the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrowers certifying as to the foregoing and with respect to clause (ii), attaching supporting calculations; and (viii) the Lenders shall have been afforded a bona fide opportunity to provide a pro rata share of any such transactionIncremental Facility.

Conditions. The Incremental Revolving Commitment Term Commitments shall become effective as of such Revolving Commitment the Increase Effective Date; provided that: (i) each of the conditions set forth in Section ‎4.02 shall be satisfied; provided that that if the proceeds of the Incremental Term Loans are being used to finance a Limited Condition Acquisition, (x) the conditions set forth in Section 4.02 shall be satisfied as of the date the Incremental Term Commitments in respect of such Limited Condition Acquisition are established and the definitive agreements for such Limited Condition Acquisition are entered into, (y) at the time of funding of such Incremental Term Loans, no Specified Event of Default shall exist or would result therefrom and (z) the lenders providing the Incremental Term Loans in connection with such Limited Condition Acquisition may waive the satisfaction of the condition set forth in clause (a) of Section 6.2(c) shall be satisfied (except as otherwise set forth in 4.02 at the applicable Increase Revolving Joinder)time of the funding of such Incremental Term Loans, other than with respect to the accuracy of the Specified Representations; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder)Date; provided that, that if the primary purpose proceeds of such the Incremental Revolving Commitment is Term Loans are being used to finance a Limited Condition Acquisition permitted under Acquisition, (x) no Default or Event of Default shall exist or would result therefrom (iii) the representations and warranties contained in ‎Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment‎2.13(c), the foregoing representations and warranties contained in Section ‎5.05(a) and Section ‎5.05(b) shall at be deemed to refer to the Borrower’s election instead most recent financial statements furnished pursuant to subsections ‎(a) and ‎(b), respectively, of Section ‎6.01; andprovided that to the extent the proceeds of the Incremental Term Loans are being used to finance a Limited Condition Acquisition, (x) the representations and warranties contained in Article V and the other Loan Documents shall be tested true and correct in all material respects on and as of the date the Incremental Term Commitments in respect of such Limited Condition Acquisition are established and the definitive agreements for such Limited Condition Acquisition are entered into, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section ‎2.13(c), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections ‎(a) and ‎(b), respectively, of Section ‎6.01 and (y) the lenders providing the Incremental Term Loans in connection with such Limited Condition Acquisition may waive the satisfaction of the condition set forth in this clause (iii) at the time of the execution funding of such Incremental Term Loans, other than with respect to the accuracy of the relevant definitive acquisition agreementSpecified Representations; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder officer’s certificates and any customary legal opinions or other documents of the type delivered on the Closing Date to the extent reasonably requested by by, and in form and substance reasonably satisfactory to, the Administrative Agent in connection with any such transactionAgent.

Conditions. The An Incremental Revolving Commitment shall become effective as of such Revolving Commitment the Increase Effective Date; provided that: (i) after giving pro forma effect to such Incremental Commitment and the condition set forth in Section 6.2(c) use of proceeds, no Default shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)exist; (ii) Each the Borrower shall have delivered to the Administrative Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer of the Borrower (x) (A) certifying and attaching the resolutions adopted by or on behalf of the Borrower and each Guarantor (if any) approving or consenting to such increase, or (B) certifying that, as of such Increase Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval to increase the aggregate principal amount of the Facilities to an amount at least equal to $900,000,000) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption, and (y) certifying that, before and after giving effect to such Incremental Commitments and the Credit Extensions, if any to be made on such Increase Effective Date (A) the representations and warranties made by contained in Article V and theor any other Loan Party DocumentsDocument, or which are contained in any document furnished at any time under or pursuant in connection therewith, are true and correct in all material respects on and as of the Increase Effective Date, except (without duplication of materiality qualifiers set forth in such representations and warranties), except (1) with respect to the Loan Documents shall be representations and warranties set forth in Section 5.19, in which case they are true and correct in all respects, (2) to the extent that (1) such representations and warranties specifically referexpressly relate to an earlier date, (in which case theysuch representations and warranties are true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific earlier date, in which case such (2) any representation and or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all material respects on and as of such specific date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) without duplication of materiality qualifiers set forth in such representations and warranties) and (3) that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)no Default exists; (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth if requested by a new Lender participating in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, notes executed by the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; andBorrower payable to such new Lender; (iv) the Administrative Agent shall have received documentation from each Person providing such Incremental Commitment evidencing its share of the Incremental Commitments and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent, including, in the case of a new Lender, a New Lender Joinder Agreement, subject in each case to any requisite consents required under Section 11.06; (v) the Borrower shall deliver or cause pay any applicable fees and expenses as are due and payable in connection with such Incremental Commitment; (vi) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably Section 2.15(d); (vii) if requested by the Administrative Agent or any Lender or other Eligible Assignee participating in such Incremental Commitment, the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, a customary opinion of counsel to the Loan Parties (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent, the Lenders and the L/C Issuers; (viii) upon the reasonable request of the Administrative Agent or any Lender participating in such Incremental Commitment made at least ten (10) days prior to such Increase Effective Date, the Borrower shall have provided to the Administrative Agent or such Lender, as applicable, all necessary information in connection with the USA PATRIOT Act, “know your customer” requirements, anti-money laundering requirements and the Beneficial Ownership Regulation (including a Beneficial Ownership Certification) and other customary requirements not later than five (5) days prior to such Increase Effective Date; (ix) any Lender becoming a party hereto shall (1) execute such transactiondocuments and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act; and (x) the Borrower shall have delivered or caused to be delivered such other assurances, certificates, documents, consents or opinions as the Administrative Agent, any of the Lenders or other Eligible Assignees providing such Incremental Commitment or, in the case of an Incremental Revolving Commitment, any L/C Issuer, reasonably may require.

Conditions. The Incremental Revolving Commitment This Amendment shall become effective as of such Revolving Commitment Increase the first date (the “Amendment Effective Date; provided that”) when each of the following conditions shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received from each party hereto (including the Required Lenders) either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the condition set forth in Section 6.2(cAdministrative Agent (which may include telecopy, portable document format (.pdf) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)or email transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (ii) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiib) no Default or Event of Default shall have occurred and be continuing or would shall result from the borrowings any extension of credit requested to be made on the Revolving Commitment Increase Amendment Effective Date; (c) the Administrative Agent shall have received a certificate, dated the Amendment Effective Date (except as otherwise and signed by a Responsible Officer of the Parent Borrower, confirming compliance with the conditions set forth in clause (b) of this Section 4.1 and that each of the applicable Increase Revolving Joinder); provided that, if representations and warranties made by any Loan Party contained in Section 3.1 above shall be true and correct on and as of the primary purpose Amendment Effective Date after giving effect to the Amendment and to any extension of credit requested to be made on the Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementdate; and (ivd) to the Borrower shall deliver or cause extent invoiced at least one (1) Business Day prior to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Amendment Effective Date, the Administrative Agent in connection with shall have received all amounts due and payable to it or its Affiliates on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all of such Persons’ reasonable out‑of‑pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any such transactionLoan Party hereunder or under any other Loan Document.

Conditions. The Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided thatCompany's obligations to each Rights Holders under this Article VIII will be conditioned on compliance with the following: (ia) Such Rights Holder and its Affiliates will cooperate with the condition set forth Company in Section 6.2(cconnection with the preparation of the applicable Registration Statement, and for so long as the Company is obligated to keep such Registration Statement effective, such Rights Holder and its Affiliates will provide to the Company, in writing and in a timely manner, for use in such Registration Statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Company to prepare such Registration Statement and the related prospectus covering the applicable Registrable Securities owned by such Rights Holder and to maintain the accuracy, completeness and effectiveness thereof; (b) shall During such time as such Rights Holder and its Affiliates may be satisfied engaged in a distribution of the Registrable Securities, such Rights Holder and its Affiliates will comply with all applicable laws, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, among other things: (except as otherwise set forth A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities acquired by it solely in the manner described in the applicable Increase Revolving Joinder)Registration Statement; and (C) if required by applicable law, rules or regulations, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Rights Holder or any of its Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree; provided that the Company shall provide such Rights Holder with an adequate number of copies thereof; (iic) Each of Such Rights Holder and its Affiliates will permit the representations Company and warranties made by its representatives and agents to examine such documents and records, and will supply in a timely manner any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and information as of such date as if made on and as of such date (except (A) to the extent made as of a specific datethey may reasonably request, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 connection with the consent offering or other distribution of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in Registrable Securities by such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementRights Holder; and (ivd) On notice from the Borrower shall deliver Company of the happening of any of the events specified in Section 8.4(c), or cause to be delivered a duly executed Increase Revolving Joinder that requires the suspension by such Rights Holder or its Affiliates of the distribution of any of the Registrable Securities owned by such Rights Holder, then such Rights Holder and any customary legal opinions its Affiliates will immediately cease offering or other documents reasonably requested distributing the Registrable Securities owned by such Rights Holder until the Administrative Agent offering and distribution of the Registrable Securities owned by such Rights Holder may recommence in connection accordance with any such transactionthe terms hereof and applicable law.

Conditions. (a) The Incremental Revolving Commitment shall become effective obligation of the Purchasers to each purchase of the Debt is subject to the following conditions being satisfied on or before each Closing Date (as of such Revolving Commitment Increase Effective Date; provided that:defined in the definitive Purchase Agreements): (i) the condition set forth Purchase Agreements described in Section 6.2(c) paragraph 13 shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder)execution form; (ii) Each of the representations Purchasers and warranties made by any Loan Party AIP shall have received at each closing customary closing certificates, schedules, opinions and other closing documents in or pursuant form and substance satisfactory to the Loan Documents shall be true MSAM and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)AIP; (iii) no Default or Event of Default Since December 31, 1996, there shall have occurred and be continuing been no material adverse change or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth any development involving a material adverse change in the applicable Increase Revolving Joinder); provided thatcondition (financial or otherwise) of AIP and its subsidiaries, if taken a whole, or in the primary purpose earnings, business, prospects or operations of such Incremental Revolving Commitment is to finance AIP and its subsidiaries, taken as a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreementwhole; and (iv) MSAM shall have completed its due diligence investigation of AIP and its subsidiaries, which investigation shall be in scope, and with results reasonably satisfactory to MSAM, and MSAM shall have been given access to the Borrower management, records, books of account, contracts and properties of AIP and its subsidiaries and shall deliver have received such financial, business and other information regarding AIP and its subsidiaries as it shall have reasonably requested. (b) MSAM covenants that it shall complete its environmental, lease and engineering due diligence on or before May 5, 1997. Upon completion of such due diligence, MSAM shall give written notice to AIP of completion of the due diligence and shall state whether anything they discovered while conducting such due diligence shall cause it to terminate its obligation to acquire the Debt under Paragraph 14(a)(iv) above. (c) Notwithstanding anything contained in this agreement to the contrary, at no time will the Purchasers be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested required to acquire Debt to the extent that such purchase would result in the Purchasers owning, in the aggregate, in excess of 37.8% of AIP's Common Shares outstanding immediately after such purchase, assuming solely the conversion of the Debt owned by the Administrative Agent in connection with any such transactionPurchasers and not on a fully-diluted basis.

Conditions. The Subject to the provisions set forth in Section 1.5 with respect to any Limited Condition Transaction, the availability of Incremental Revolving Commitment shall become effective as of such Revolving Commitment Increase Effective Date; provided thatFacilities under this Agreement will be subject solely to the following conditions: (i) no Default or Event of Default will have occurred and be continuing on the condition set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase date such Incremental Loans are incurred or Revolving Joinder)Credit Commitments under such Incremental Revolving Facilities are committed, or would occur immediately after giving effect thereto; (ii) Each of the representations and warranties made in the Credit Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by any Loan Party materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, the incurrence of such Incremental Facility, or pursuant in the case of an Incremental Facility incurred in connection with a Limited Condition Transaction, the Specified Representations and the Specified Acquisition Agreement Representations (to the Loan Documents extent applicable) shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) for representations and warranties that are already qualified by materiality shall materiality, which representations and warranties will be true and correct in all respects); provided that) immediately prior to, if and immediately after giving effect to, the primary purpose incurrence of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);Facility; and (iii) no Default or Event of Default the Borrower and its Subsidiaries shall have occurred and be continuing or would result from in compliance with the borrowings Financial Covenants (after giving effect to be made on any increase to the Revolving Commitment Increase Effective Date (except as otherwise Total Net Leverage Ratio testFinancial Covenant level set forth in Section 6.7(a)(i) as a result of a Material Permitted Acquisition), determined on a Pro Forma Basis as of the applicable Increase last day of the most recently ended Test Period, as if any Incremental Loans or Revolving Joinder); provided thatCredit Commitments under any Incremental Revolving Facilities, if as applicable, incurred or committed, as applicable, under such Incremental Facilities had been outstanding on the primary purpose last day of such Fiscal Quarter for testing compliance therewith, and, in each case (x) with respect to any Incremental Revolving Commitment is to finance Facility, assuming a Limited Condition Acquisition permitted under Section 8.7borrowing of the maximum amount of Loans available thereunder, with and (y) without netting the consent cash proceeds of only the Revolving Lenders providing any such Incremental Revolving Commitment, Loans (but otherwise giving effect to the foregoing shall at the Borrower’s election instead be tested at the time use of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionproceeds).

Conditions. The Incremental Revolving Commitment This Agreement shall become effective upon the satisfaction or waiver of each of the following conditions precedent as of determined by Agent (the time at which such Revolving Commitment Increase conditions have been so satisfied or waived, the “Effective Date; provided that:Time”): (ia) The Agent shall have received counterparts of this Agreement duly executed by the condition Borrower, the other the Credit Parties, and each Consenting Lender (which Consenting Lenders shall constitute Required Lenders). (b) The Agent shall have received all of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit C, each in Section 6.2(c) shall be satisfied (except as otherwise set forth in form and substance reasonably satisfactory to the applicable Increase Revolving Joinder);Agent, including a fully executed copy of the Amendment No. 2 to Second Lien Note Agreement. (iic) Each The Borrower shall have paid in cash all accrued and unpaid fees and all costs and expenses of the representations Agent to the extent then due and warranties made by any Loan Party in or payable pursuant to the Loan Documents Documents, including all reasonable fees, costs and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP that have been presented in writing to the Borrower for payment on or prior to the date hereof. (d) The representations and warranties contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein), and no Forbearance Default, Default, Event of Default or event that with notice, the passage of time or both would constitute a Forbearance Default and/or Event of Default, other than the Specified Defaults, shall exist on the date hereof. (e) All corporate proceedings taken in connection with the transactions contemplated by this Agreement and as of such date as if made on all documents, instruments, and as of such date (except (A) other legal matters incident thereto shall be satisfactory to the extent made as Agent. (f) The Agent shall have received from the Borrower (x) payment of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 interest owing with respect to the target Term Loans in such Permitted Acquisition an amount equal to $490,126.26 and its subsidiaries); (iiiy) no Default or Event a payment of Default shall have occurred and be continuing or would result from interest owing with respect to the borrowings Original Revolving Loans in an amount equal to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the execution of the relevant definitive acquisition agreement; and (iv) the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction$228,506.73.

Conditions. The Incremental Revolving effectiveness of this Amendment and the funding of the Additional Term B-1 Commitments shall be conditioned upon the satisfaction of the following (the date of satisfaction of such conditions, the “Second Amendment Effective Date”): i. The Administrative Agent shall have received (x) executed counterparts of this Amendment signed by each Loan Party and the Additional Term B-1 Lender and (y) a Lender Consent from each Extending Lender, which shall constitute (A) the Required Lenders under the Existing Credit Agreement and (B) Lenders holding not less than 90% of aggregate outstanding principal amount of the Restatement Effective Date Term Loans (provided that the Additional Term B-1 Commitment shall become effective be included for purposes of calculating the 90% threshold). ii. The Borrower shall deliver or cause to be delivered favorable written opinions of M▇▇▇▇ ▇▇▇▇▇ LLP and other counsel for Loan Parties, as to such matters as the Administrative Agent may reasonably request, and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to Agents and Lenders); iii. The Borrower shall have delivered to the Administrative Agent an originally executed certificate of such Revolving Commitment Increase Effective Date; provided an Authorized Officer, which shall include certifications to the effect that: (i) a. the condition representations set forth in Section 6.2(c) shall be satisfied (except as otherwise set forth in the applicable Increase Revolving Joinder); (ii) Each Article IV of the representations Amended Credit Agreement and warranties made by any Loan Party in or pursuant to the other Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date the Second Amendment Effective Date (except (A) to the extent made as of a specific such representations and warranties relate to an earlier date, in which case case, such representations and warranties were true and correct in all material respects as of such earlier date); provided that to the extent any such representation and or warranty is already qualified by materiality or material adverse effect, such representation or warranty shall be true and correct in all material respects on and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects)the Second Amendment Effective Date; provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries);and (iii) b. no Default or Event of Default shall have event has occurred and be is continuing or would result from the borrowings transactions contemplated hereby that would constitute a Default or an Event of Default; iv. All fees (including the Extension Fees) and reasonable and invoiced (at least two Business Days prior to the Second Amendment Effective Date) out-of-pocket expenses required to be made on paid to the Revolving Commitment Increase Effective Date Lenders, the Administrative Agent or the Lead Arrangers shall have been paid; v. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of each Loan Party certifying (except as 1) that none of such Loan Party’s Organizational Documents have been amended, supplemented or otherwise set forth in modified since the date last delivered to the Administrative Agent or, if so, attaching true, complete and correct copies of any such amendment, supplement or modification; (2) signature and incumbency certificates of the officers of each Loan Party executing this Amendment; and (3) resolutions of the Board of Directors or similar governing body of each Loan Party ratifying or approving and authorizing the execution, delivery and performance of this Amendment; vi. The Administrative Agent shall have received a good standing certificate from the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time Governmental Authority of the execution jurisdiction of incorporation, organization or formation for each Loan Party, each dated a recent date prior to the relevant definitive acquisition agreementSecond Amendment Effective Date; vii. The Administrative Agent shall have received copies of UCC, tax and judgment lien searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in jurisdictions that the Administrative Agent deems reasonably necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Administrative Agent); and viii. The Administrative Agent and Lenders shall have received (ivi) all documentation and other information about the Parent, the Borrower shall deliver or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents the Subsidiary Guarantors as has been reasonably requested in writing by the Administrative Agent or Arrangers at least ten (10) days prior to the Second Amendment Effective Date and they reasonably determine is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and (2) at least five (5) days prior to the Second Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, it shall deliver a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 to the Administrative Agent and any Lender that requests it; ix. The Administrative Agent shall have received a Borrowing Notice with respect to the Term B-1 Loans; x. The Borrower shall have paid to each Existing Lender all accrued and unpaid interest on the Existing Term Loans held by it to, but not including, the Second Amendment Effective Date; xi. The Borrower shall have made the Initial Required Payment immediately prior to the Second Amendment Effective Date, and shall have a delivered a Prepayment Notice with respect thereto; xii. The Borrower shall have made the Non-Extending Lenders Payment substantially simultaneously with the Second Amendment Effective Date; xiii. The Borrower shall have prepaid the Term B-1 Loans in connection an aggregate principal amount necessary to reduce the total outstanding principal amount to $200,000,000 substantially simultaneously with any such transactionthe Second Amendment Effective Date, and shall have delivered a Prepayment Notice with respect thereto; and xiv. The Borrower shall deliver an Officer’s Certificate setting forth the calculations (in reasonable detail) demonstrating (i) pro forma compliance with Sections 6.07(b) and (c) of the Credit Agreement after giving effect to this Amendment and transactions contemplated hereby as of September 30, 2019.

Conditions. Section 5.1 Conditions to the Obligations of Each Party The Incremental Revolving Commitment respective obligations of each party to effect the transactions contemplated by Article I shall become effective as be subject to the fulfillment at or prior to the Closing Date of such Revolving Commitment Increase Effective Date; provided thateach of the following conditions: (ia) the condition set forth in Section 6.2(c) Reorganization shall be satisfied (except have been approved by the Target’s stockholders as otherwise set forth in required by the applicable Increase Revolving Joinder)Delaware General Corporation Law and the Target’s certificate of incorporation and bylaws; (iib) Each no litigation, claim or investigation shall have been initiated or threatened by any Governmental Entity or shall have been initiated by any Person nor shall any statute, rule, regulation or executive order promulgated or enacted by any Governmental Entity which in each case could reasonably be expected to delay or prevent the consummation of the transactions contemplated by this Agreement in the manner contemplated herein; (c) all licenses, permits, consents, approvals, waivers, authorizations, qualifications and orders of any Governmental Entity and any other Person to any contracts with the Target and/or GPRe necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained, including specifically the approval of the Bermuda Monetary Authority for the transfer of the Shares to the Acquiror; (d) early termination shall have been granted or applicable waiting periods shall have expired under the HSR Act, if applicable; (e) the registration statement on Form F-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the registration statement on Form F-4 shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC; (f) tax counsel to the Target shall have delivered to the Target an opinion that the transactions contemplated by this Agreement qualify as a reorganization of the Target under Section 368(a)(1)(C) of the Code; and (g) KPMG, LLP, tax advisor to the Parent shall have delivered to the Acquiror and the Parent (or an affiliate thereof) an opinion that the transactions contemplated by this Agreement qualify as a reorganization of the Target under Section 368(a)(1)(C) of the Code. Section 5.2 Additional Conditions to the Obligations of the Target The obligation of the Target to effect the transactions contemplated by Article I is also subject to each of the following conditions: (a) the Acquiror and the Parent shall in all material respects have performed each obligation to be performed by each of them hereunder on or prior to the Closing Date; (b) the representations and warranties of the Acquiror and the Parent set forth in this Agreement which are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; (c) the representations and warranties of the Acquiror and the Parent set forth in this Agreement that are not qualified by any Loan Party in materiality or pursuant to the Loan Documents Material Adverse Effect shall be true and correct in all material respects on at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, with respect to representations and warranties that are given as of a particular date or period and relate solely to such particular date or period shall be true and correct only as of such date or period; (d) from the date hereof through the Closing Date, there shall not have occurred any Material Adverse Effect on either the Acquiror or the Parent, nor shall any event, fact or circumstance have occurred during such time that could reasonably be likely to result in a Material Adverse Effect on either the Acquiror or the Parent; (e) the Acquiror and the Parent shall have delivered or caused to be delivered to the Target the documents required under Section 1.5 of the Agreement; and (f) the Acquiror and the Parent shall have delivered such certificates as if are reasonably requested by the Target certifying the satisfaction of the foregoing conditions. Section 5.3 Additional Conditions to the Obligations of Parent and the Acquiror The obligation of the Parent and the Acquiror to effect the transactions contemplated by Article I are also subject to each of the following conditions: (a) the Target shall in all material respects have performed each obligation to be performed by it hereunder on or prior to the Closing Date; (b) the representations and warranties of the Target set forth in this Agreement which are qualified by materiality or Material Adverse Effect shall be true and correct as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made on at and as of the Closing Date; provided, however, that, with respect to representations and warranties that are given as of a particular date or period and relate solely to such particular date or period shall be true and correct only as of such date or period; (except (Ac) the representations and warranties of the Target set forth in this Agreement that are not qualified as to the extent made as of a specific date, in which case such representation and warranty materiality or Material Adverse Effect shall be true and correct in all material respects on at and as of such specific the date of this Agreement and (B) at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, with respect to representations and warranties qualified by materiality that are given as of a particular date or period and relate solely to such particular date or period shall be true and correct in all respects); provided that, if the primary purpose only as of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries)date or period; (iiid) no Default or Event of Default the Target shall have occurred delivered such certificates as are reasonably requested by the Parent certifying the satisfaction of the foregoing conditions; (e) prior to the Closing Date, the Target shall have obtained the Target Stockholder Approval; (f) the Parent and the Acquiror shall have received all consents, authorizations or approvals referred to in Section 3.3 hereof, in each case in form and substance reasonably satisfactory to the Parent and the Acquiror, and no such consent, authorization or approval shall have been revoked; (g) the Target has delivered or caused to be continuing or would result delivered to the Parent and the Acquiror the documents required under Section 1.4 of the Agreement; (h) from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time date of the execution of GPRe Financial Statements through the relevant definitive acquisition agreementClosing Date, there shall not have occurred any Material Adverse Effect on either the Target or GPRe, nor shall any event, fact or circumstance have occurred during such time that could reasonably be likely to result in a Material Adverse Effect on either the Target or GPRe; (i) the Parent shall have purchased after the date hereof Parent Common Stock comprising the Stock Consideration in accordance with Section 4.19; and (ivj) the Borrower Executive Board of the Parent and the board of directors of the Acquiror shall deliver have authorized and/or ratified the Parent’s and the Acquiror’s execution and delivery of this Agreement and not have withdrawn such approval or cause to be delivered a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionratification.

Conditions. 9.1 The Incremental Revolving Commitment Plan shall become effective be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Effective Time, each of which are for the benefit of KGI and the Supporting Parties, and each of which, as applicable, may be waived by KGI and by unanimous consent of such Revolving Commitment Increase Effective the Supporting Parties that have executed this Agreement on the Agreement Date; : (a) the Closing Date shall occur on or before the Outside Date; (b) all disclosure documents on or after the Agreement Date, Court sanction materials and definitive agreements in respect of the Transaction (including all Transaction Documents) shall be in a form agreed to in advance by KGI and the Supporting Parties, each acting reasonably; (c) any amendments to the structure of the Transaction and the steps required to complete the Transaction from those provided that:for in the Plan shall be in form and substance satisfactory to KGI and the Supporting Parties, each acting reasonably; (i) the condition set forth Plan, the Final Order, all other orders and all materials filed by or on behalf of CPC and its subsidiaries in Section 6.2(c) the CBCA Proceedings shall be satisfied in a form reasonably agreed to in advance by KGI and the Supporting Parties when filed and as supplemented, amended or modified, as applicable, and with respect to any and all orders, shall have been entered in form and substance acceptable to KGI and the Supporting Parties, each acting reasonably; (except ii) the Plan shall have been approved by the requisite majorities of all applicable stakeholder groups of CPC and its subsidiaries as otherwise set forth and to the extent required by the Court in the applicable Increase Revolving Joinder)Interim Order or otherwise; and (iii) the Plan shall have been approved by the Court and the Final Order and all other orders granted by the Court shall be in full force and effect, final and binding with no appeal or motion to vary or amend outstanding in respect thereof and all such appeals and motions finally determined, in each case in form and substance acceptable to KGI and the Supporting Parties, each acting reasonably; (e) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no bona fide and pending application shall have been made to any Governmental Entity, and no action or investigation shall have been announced or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit), the Transaction or any part thereof or requires a material variation from the form of the Transaction contemplated herein; (i) the Shares held by the Cashed Out Shareholders shall have been acquired for immediately available cash consideration of C$6.00 per share and (ii) Each the Shares held by the Supporting Parties and the Existing CPC Board shall have been exchanged for an interest in the Junior Last Out Convertible Term Loan in the manner contemplated herein; (g) all conditions in the CPC Arrangement Agreement shall have been satisfied or waived (with any such waiver by CPC being acceptable to the Supporting Parties); and (h) all consents required under applicable law, including the Key Consents, shall have been obtained. 9.2 The Plan shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Effective Time, each of which are for the benefit of KGI and may be waived by KGI: (a) the Supporting Parties shall have performed or complied with, in all material respects, their obligations and covenants under this Agreement; (b) the representations and warranties made by any Loan Party of the Supporting Parties set forth in or pursuant to the Loan Documents this Agreement shall be true and correct in all material respects on at the Effective Time with the same force and effect as if made at and as of such date as if made on and as of such date (time, except (Ai) to as such representations and warranties may be affected by the extent made occurrence of events or transactions contemplated and permitted by this Agreement and (ii) that representations and warranties that are given as of a specific date, in which case such representation and warranty specified date shall be true and correct in all material respects on and as of such specific date and date; and (Bi) the representations and warranties qualified by materiality of CPC set forth in the CPC Arrangement Agreement shall be true and correct in all respects); provided that, material respects at the Effective Time with the same force and effect as if the primary purpose made at and as of such Incremental Revolving Commitment is to finance time, except (A) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement or the CPC Arrangement Agreement, (B) that representations and warranties that are given as of a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing specified date shall be limited true and correct in all material respects as of such date and (C) where the failure of such representations and warranties to be so true and correct, individually or in the Specified Representations aggregate, would not reasonably be expected to have a Material Adverse Effect; (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iiiii) no Default or Event of Default there shall have occurred and be continuing been no material default in the performance or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise observance by CPC of any material covenant set forth in the applicable Increase Revolving Joinder)CPC Arrangement Agreement, which default has not been cured in accordance with the terms of the CPC Arrangement Agreement; provided thatand (iii) all conditions precedent to the CPC Arrangement Agreement shall have been satisfied or waived by KGI. 9.3 The Plan shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Effective Time, each of which are for the benefit of Supporting Parties and may be waived by unanimous consent of the Supporting Parties that have executed this Agreement on the Agreement Date: (a) KGI shall have performed or complied with, in all material respects, its obligations and covenants under this Agreement; (b) the representations and warranties of KGI set forth in this Agreement and the CPC Arrangement Agreement shall be true and correct in all material respects at the Effective Time with the same force and effect as if the primary purpose made at and as of such Incremental Revolving time, except (i) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and (ii) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date; (c) the Notes, including any Accrued Interest thereon, shall have been exchanged for equal interests in the principal of the New Term Loan; (d) Payment in full of the Take-Up Fee; (e) KGI shall have irrevocably agreed to satisfy the KGI Funding Commitment is and shall have funded that portion thereof required to finance a Limited Condition Acquisition permitted under Section 8.7, be funded at or before the Effective Time; (f) each right and privilege of any kind of the Supporting Parties contemplated in the Plan and each of Schedule C and Schedule D (“Supporting Parties’ Rights”) shall have been memorialized in duly executed and delivered definitive documentation that comports in all material respects with the terms set forth in this Agreement and in each of Schedule C and Schedule D, as applicable, in each case acceptable to KGI and each of the Supporting Parties, each acting reasonably, which documentation shall provide, among other things, that in no event shall such documentation be amended, supplemented or otherwise modified in any way to modify, amend or waive compliance with any of the provisions or terms (or to add new provisions that contravene or impair any such provisions or terms) thereof providing for (or otherwise governing) any Supporting Parties’ Rights except with the unanimous consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time all of the execution of Supporting Parties that have executed this Agreement on the relevant definitive acquisition agreementAgreement Date; and (ivg) the Borrower KGI shall deliver or cause have caused to be delivered delivered, executed and rendered fully effective (subject only to the occurrence of the closing of the Transaction) purchase contracts entered into by CPC (or to be automatically assigned to CPC concurrently with the closing of the Transaction) representing an aggregate increase in the per annum orders for newsprint from CPC equal to at least 200,000 tons over a duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transactionduration to be agreed upon.