Common use of Effective Date Conditions Clause in Contracts

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loans.

Effective Date Conditions. This Agreement will Each of (i) the amendments set forth in Section 1 hereof, (ii) the obligations of the Revolving Credit Lenders to provide Revolving Credit Commitments (as defined in the Amended Credit Agreement) and (iii) the consent of the parties hereto in their capacities as Group Lenders under the Group Amended Credit Agreements shall each become effective on the first date on or after March 24, 2014 (the “Sixth Amendment Effective Date”), which shall be June 21, 2022) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (ia) this Agreement Amendment shall have been executed and delivered by Holdings, (i) the Borrower, each of the other Credit PartiesLoan Parties and the Mission Equity Holders, (ii) the Administrative Agent, (iii) each Revolving Credit Lender and (iv) each other Group Lender party hereto in its capacity as a Group Lender under the Required LendersAmended Nexstar Credit Agreement; (iib) delivery to the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loansa customary opinion of Xxxxxxxx & Xxxxx LLP, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by counsel for the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, dated as of the Sixth Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent, the Group Lenders (including the Revolving Credit Lenders) party hereto and each of the other Lenders under the Amended Credit Agreement on the date hereof, (B) (x) a Loan Notice with respect to any Revolving Credit Loans to be outstanding on and as of the Sixth Amendment Effective Date and (y) a prepayment notice with respect to any Revolving Credit Loans (as defined in the Existing Credit Agreement) outstanding immediately prior to the Sixth Amendment Effective Date, (C) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties substantially similar to that which was delivered on the Closing Date with respect to (w) Organization Documents, (x) resolutions, (y) incumbency and (z) good standing and (D) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Sections 3(d) and (e) hereof have been satisfied; (vic) both the Administrative Agent and the Amendment No. 6 Lead Arrangers (as defined in Exhibit A hereto) shall have received, in immediately before available funds, (i) for the account of each Revolving Credit Lender, fees as separately agreed between the Borrower, the Administrative Agent and after giving effect the Amendment No. 6 Lead Arrangers prior to the Sixth Amendment Effective Date and (ii) the incurrence and/or exchange payment or reimbursement of all other fees, reasonable out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent and the Amendment No. 6 Lead Arrangers), compensation and other amounts then due and required to be paid in connection with this Amendment, in the case of out-of-pocket expenses, to the extent invoiced at least three (3) Business Days prior to the Sixth Amendment Effective Date; (d) each of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Loan Parties contained in the Credit Agreement and in the other Credit Documents Section 4 hereof shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects respects, on and as of the Sixth Amendment Effective Date (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with respects as of a specified date if earlier, or in the same effect as though case of such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate which are not otherwise subject to an earlier datea materiality qualification in accordance with its terms, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (viie) the representations immediately prior to and warranties in Section 5 of immediately after giving effect to this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) Amendment, no Default or Event of Default shall exist on have occurred and be continuing; (f) the Administrative Agent shall have received the results of Uniform Commercial Code, tax and judgment searches made with respect to the Loan Parties in the jurisdictions reasonably requested by the Administrative Agent; (g) the Refinancing (including, for the avoidance of doubt, the payment by the Borrower to all Lenders (if any) holding Existing Revolving Credit Loans immediately prior to the Sixth Amendment Effective Date before or after giving effect of all accrued and unpaid interest on such Loans to, but not including, the Sixth Amendment Effective Date) shall have been consummated; and (h) the Administrative Agent and the Lenders party hereto shall have received at least three (3) Business Days prior to the effectiveness hereof Sixth Amendment Effective Date all documentation and other information about the Loan Parties as has been reasonably requested in writing at least ten (10) Business Days prior to the Sixth Amendment Effective Date by the Administrative Agent or the applicable Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Act and the incurrence Beneficial Ownership Regulation. For purposes of determining whether the Tranche B-1 Loansconditions set forth in this Section 3 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Group Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Administrative Agent or such Group Lender, as the case may be.

Effective Date Conditions. This Agreement will Each of (i) the amendments set forth in Section 1 hereof, (ii) the obligations of each Term A-6 Lender to make Term A-6 Loans, (iii) the obligations of the Revolving Credit Lenders to provide Revolving Credit Commitments (as defined in the Amended Credit Agreement) and (iv) the consent of the Lenders party hereto in their capacities as Group Lenders under the Group Amended Credit Agreements shall each become effective on the first date on or after March 24, 2014 (the “Fifth Amendment Effective Date”), which shall be June 21, 2022) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (ia) this Agreement Amendment shall have been executed and delivered by Holdings, (i) the Borrower, Nexstar Media and each of the other Credit Loan Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the Administrative Agent shall have received fully executed Agent, (iii) each Term A-6 Lender, (iv) each Revolving Credit Lender, (iv) the Swing Line Lender and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of L/C Issuer and (v) each Lender party hereto in its capacity as a Group Lender under the Existing LoansAmended Mission Credit Agreement; (iiib) delivery to the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loansa customary opinion of Xxxxxxxx & Xxxxx LLP, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by counsel for the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, dated as of the Fifth Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuer, the Group Lenders party hereto and each of the other Lenders under the Amended Credit Agreement on the date hereof, (B) (x) a Loan Notice with respect to any Revolving Credit Loans and Term A-6 Loans to be outstanding on and as of the Fifth Amendment Effective Date and (y) a prepayment notice with respect to (i) all Existing Term A-4 Loans, Existing Term A-5 Loans, Existing Term B-3 Loans and Revolving Credit Loans outstanding immediately prior to the Fifth Amendment Effective Date and (ii) all Existing Term B-4 Loans being prepaid on the Fifth Amendment Effective Date, (C) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties substantially similar to that which was delivered on the Closing Date with respect to (w) Organization Documents, (x) resolutions, (y) incumbency and (z) good standing and (D) a certificate signed by a Responsible Officer of Nexstar Media certifying that, to the knowledge of Nexstar Media, the conditions set forth in Sections 4(d) and (e) hereof have been satisfied; (vic) both the Administrative Agent and the Amendment No. 5 Lead Arrangers (as defined in Exhibit A hereto) shall have received, in immediately before available funds, (i) for the account of each Term A-6 Lender and after giving effect Revolving Credit Lender, fees as separately agreed between the Borrower, the Administrative Agent and the Amendment No. 5 Lead Arrangers prior to the Fifth Amendment Effective Date and (ii) the incurrence and/or exchange payment or reimbursement of all other fees, reasonable out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent and the Amendment No. 5 Lead Arrangers), compensation and other amounts then due and required to be paid in connection with this Amendment, in the case of out-of-pocket expenses, to the extent invoiced at least three (3) Business Days prior to the Fifth Amendment Effective Date; (d) each of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Loan Parties contained in the Credit Agreement and in the other Credit Documents Section 4 hereof shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects respects, on and as of the Fifth Amendment Effective Date (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with respects as of a specified date if earlier, or in the same effect as though case of such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate which are not otherwise subject to an earlier datea materiality qualification in accordance with its terms, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (viie) the representations immediately prior to and warranties in Section 5 of immediately after giving effect to this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) Amendment, no Default or Event of Default shall exist have occurred and be continuing; (f) the Administrative Agent shall have received the results of Uniform Commercial Code, tax and judgment searches made with respect to the Loan Parties in the jurisdictions reasonably requested by the Administrative Agent; (g) the Refinancing (including, for the avoidance of doubt, the payment by the Borrower to all Lenders holding Existing Term A-4 Loans, Existing Term A-5 Loans, Existing Term B-3 Loans, Existing Term B-4 Loans that are being prepaid and (if applicable) Existing Revolving Credit Loans, in each case, of all accrued and unpaid interest on such Loans outstanding immediately prior to the Fifth Amendment Effective Date before or after giving effect to, but not including, the Fifth Amendment Effective Date) shall have been consummated; and (h) the Administrative Agent and the Lenders party hereto shall have received at least three (3) Business Days prior to the effectiveness hereof Fifth Amendment Effective Date all documentation and other information about the Loan Parties as has been reasonably requested in writing at least ten (10) Business Days prior to the Fifth Amendment Effective Date by the Administrative Agent or the applicable Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Act and the incurrence Beneficial Ownership Regulation. For purposes of determining whether the Tranche B-1 Loansconditions set forth in this Section 4 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Group Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Administrative Agent or such Group Lender, as the case may be.

Effective Date Conditions. This Agreement will Each of (i) the amendments set forth in Section 1 hereof, (ii) the obligations of the 2020 Revolving Credit Lenders to provide 2020 Revolving Credit Commitments (as defined in the Amended Credit Agreement) and (iii) the consent of the Lenders party hereto in their capacities as Group Lenders under the other Group Amended Credit Agreements shall each become effective on the first date on or after March 24, 2014 (the “Third Amendment Effective Date”), which shall be September 3, 2020) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (ia) this Agreement Amendment shall have been executed and delivered by Holdings, (i) the Borrower, Borrower and each of the other Credit Parties, the Administrative Agent, each Revolving Credit Lender Loan Parties and the Required Lenders; Mission Equity Holders, (ii) the Administrative Agent shall have received fully executed Agent, (iii) each 2020 Revolving Credit Lender and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of (iv) the Existing LoansRevolving Credit Lenders constituting Group Required Revolving Credit Lenders (prior to giving effect to this Amendment); (iiib) delivery to the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loansa customary opinion of Xxxxxxxx & Xxxxx LLP, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by counsel for the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, dated as of the Third Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent and each of the applicable Lenders, (B) the applicable Loan Notices, (C) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties substantially similar to that which was delivered on the Closing Date and the First Amendment Effective Date with respect to (w) Organization Documents, (x) resolutions, (y) incumbency and (z) good standing and (D) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Sections 3(d) and (e) hereof have been satisfied; (vic) both the Administrative Agent and the Amendment No. 3 Lead Arrangers (as defined in Exhibit A hereto) shall have received, in immediately before available funds, (i) for the account of each 2020 Revolving Credit Lender, such fees as separately agreed between the Borrower, the Administrative Agent and after giving effect the 2020 Revolving Credit Lenders prior to the Third Amendment Effective Date and (ii) the incurrence and/or exchange payment or reimbursement of all fees, reasonable out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent and the Amendment No. 3 Lead Arrangers), compensation and other amounts then due and required to be paid in connection with this Amendment, in the case of out-of-pocket expenses, to the extent invoiced at least three (3) Business Days prior to the Third Amendment Effective Date; (d) each of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Loan Parties contained in the Credit Agreement and in the other Credit Documents Section 4 hereof shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects respects, on and as of the Third Amendment Effective Date (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with respects as of a specified date if earlier, or in the same effect as though case of such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate which are not otherwise subject to an earlier datea materiality qualification in accordance with its terms, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiie) immediately prior to and immediately after giving effect to this Amendment, no Default or Event of Default shall exist on have occurred and be continuing. For purposes of determining whether the Effective Date before conditions set forth in this Section 3 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or after giving effect be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the effectiveness hereof and Administrative Agent or such Lender, as the incurrence of the Tranche B-1 Loanscase may be.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waivedthe “Effective Date Conditions”) in accordance with the terms thereinis satisfied: a. The Administrative Agent shall have received from the Borrower, each Guarantor, the Collateral Agent, the Swingline Lender, the Letter of Credit Issuer and each Revolving Credit Lender a counterpart of this Agreement signed on behalf of such party; b. The Administrative Agent and the Revolving Credit Lenders shall have received the executed legal opinion of (i) this Agreement shall have been executed Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Credit Parties and delivered by Holdings(ii) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, special Georgia counsel to the Credit Parties. The Borrower, the other Credit PartiesParties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions; c. The Borrower shall have paid the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, each Revolving Credit Lender and ) of the Required LendersAdministrative Agent for which invoices have been presented prior to the Effective Date; (ii) the d. The Administrative Agent shall have received fully executed good standing certificates (to the extent such concept exists) from the applicable governmental authority of each Credit Party’s jurisdiction of incorporation, organization or formation and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% (I) (A) a certificate of the aggregate outstanding principal amount Credit Parties, dated the Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, of each Credit Party, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the Existing Loans; (iii) resolutions, in form and substance satisfactory to the Administrative Agent shall have received a certificate Agent, of the board of directors or other managers of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (or a duly authorized committee thereof) authorizing (i) (A) certifying the execution, delivery and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature performance of each officer executing this Agreement and any related documents on behalf of such Credit Party Document to which it is a party and (ii) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of each Credit Party and (z) signature and incumbency certificates of the Authorized Officers of each Credit Party executing the Credit Documents to which it is a party or (II) a certificate of Holdings on behalf of each Credit Party, dated the Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the matters set forth in documents delivered on the Closing Date pursuant to Sections 6.5(x) and 6.6 of the Credit Agreement, with such certificates pursuant to clauses (vi), (viiI) and (viiiII) belowabove also certifying that after giving effect to the incurrence of the New Revolving Credit Commitments and the Extended Revolving Credit Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the e. The Administrative Agent shall have received an opinion a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory the Borrower to the Administrative Agent; (vi) both immediately before and effect that after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereontransactions contemplated by this Agreement, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that Holdings on a consolidated basis with its Restricted Subsidiaries is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective DateSolvent; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof f. The Borrower and the incurrence of the Tranche B-1 LoansGuarantor Certifications are true and correct.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Amendment No. 1 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arrangers) in accordance with the terms therein: (ia) this Agreement the Term Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender Repricing Participating Lenders and the Required LendersFronting Bank, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment; (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Term Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Amendment No. 1 Effective Date signed and executed by an Authorized Officer of such Credit Party a secretary, assistant secretary or other senior officer (as the case may be) thereof (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Amendment and the Tranche B-1 Term Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) the Borrower have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificatethe Closing Date, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viid) and (viiie) below; (ivc) (A) the Term Administrative Agent shall have received all fees and other amounts previously agreed to in writing by the Lead Arrangers and the Borrower to be due on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment No. 1 Effective Date (or such later date as is reasonably agreed by the Borrower), the reasonable and documented out-of-pocket legal fees and expenses required to be paid or reimbursed by and the Borrower reasonable and documented out-of-pocket fees and expenses of any other advisors in connection accordance with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect the terms of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paidCredit Agreement; (vd) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents Section 4 of this Amendment 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 1 Effective Date Date; provided that (except where A) in the case of any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as which expressly relates to “materiality” a given date or “material adverse effect” or similar language shall be true period, such representation and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement warranty shall be true and correct in all material respects as of the Effective Date; andrespective date or for the respective period, as the case may be and (B) if any such representation and warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification such representation and warranty shall be true and correct in all respects; (viiie) no Default or Event of Default shall exist on the Amendment No. 1 Effective Date before or after giving effect to the effectiveness hereof of this Amendment and the incurrence of the Tranche B-1 Term Loans; (f) the Term Administrative Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to this Amendment, the Borrower is Solvent; and (g) the Term Administrative Agent shall have received a customary written opinion (addressed to the Term Administrative Agent and the Tranche B-1 Term Loan Lenders and dated as of the Amendment No. 1 Effective Date) of White & Case LLP, counsel to the Borrower.

Effective Date Conditions. This Agreement will Each of (i) the amendments set forth in Section 1 hereof, (ii) the obligations of the 2020 Revolving Credit Lenders to provide 2020 Revolving Credit Commitments (as defined in the Amended Credit Agreement) and (iii) the consent of the Lenders party hereto in their capacities as Group Lenders under the other Group Amended Credit Agreements shall each become effective on the first date on or after March 24, 2014 (the “Fourth Amendment Effective Date”), which shall be September 3, 2020) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (ia) this Agreement Amendment shall have been executed and delivered by Holdings, (i) the Borrower, Nexstar Media and each of the other Credit Loan Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; Agent, (iii) the Administrative Agent shall have received a certificate of each 2020 Revolving Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 LoansLender, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees the Swing Line Lender and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed L/C Issuer and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Existing Revolving Credit Lenders constituting Group Required Revolving Credit Lenders (prior to giving effect to this Amendment); (b) delivery to the Administrative Agent shall have received an of (A) a customary opinion of Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, dated as of Fourth Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent and each of the applicable Lenders, (B) the applicable Loan Notices, (C) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties substantially similar to that which was delivered on the Closing Date and the First Amendment Effective Date with respect to (w) Organization Documents, (x) resolutions, (y) incumbency and (z) good standing and (D) a certificate signed by a Responsible Officer of Nexstar Media certifying that, to the knowledge of Nexstar Media, the conditions set forth in Sections 3(d) and (e) hereof have been satisfied; (vic) both the Administrative Agent and the Amendment No. 4 Lead Arrangers (as defined in Exhibit A hereto) shall have received, in immediately before available funds, (i) for the account of each 2020 Revolving Credit Lender, such fees as separately agreed between the Borrower, the Administrative Agent and after giving effect the 2020 Revolving Credit Lenders prior to the Third Amendment Effective Date and (ii) payment or reimbursement of all other fees, reasonable out-of-pocket expenses (including the incurrence and/or exchange reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent and the Amendment No. 4 Lead Arrangers), compensation and other amounts then due and required to be paid in connection with this Amendment, in the case of out-of-pocket expenses, to the extent invoiced at least three (3) Business Days prior to the Fourth Amendment Effective Date; (d) each of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Loan Parties contained in the Credit Agreement and in the other Credit Documents Section 4 hereof shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects respects, on and as of the Fourth Amendment Effective Date (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with respects as of a specified date if earlier, or in the same effect as though case of such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate which are not otherwise subject to an earlier datea materiality qualification in accordance with its terms, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiie) immediately prior to and immediately after giving effect to this Amendment, no Default or Event of Default shall exist on have occurred and be continuing. For purposes of determining whether the Effective Date before conditions set forth in this Section 3 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or after giving effect be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the effectiveness hereof and Administrative Agent or such Lender, as the incurrence of the Tranche B-1 Loanscase may be.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms thereinherein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (iia) the Administrative Agent shall have received fully counterparts of this Agreement executed and delivered Tranche B-1 Participation Notices from Participating by (i) Term B-2 Lenders with Term B-2 Commitments representing 100% of the aggregate Term B-2 Commitments, (ii) the Additional Commitment Lenders with Additional Commitments representing 100% of the Additional Commitments, (iii) the Required Lenders, (iv) the Required Revolving Credit Lenders, (v) the Swing Line Lender, (vi) the L/C Issuer and (vii) the Borrower and each other Loan Party; (b) for the ratable benefit of each (x) Term B-2 Lender providing a Term B-2 Loan as of the Effective Date, an upfront fee (the “Term B-2 Upfront Fee”) in an amount equal to 1.0% of the stated principal amount of such Term B-2 Lender’s Term B-2 Loan, earned and due and payable to such Term B-2 Lender on the Effective Date and (y) Additional Commitment Lender an Additional Commitment as of the Effective Date, an upfront fee (the “Additional Commitment Upfront Fee”) in an amount equal to 0.5% of the stated principal amount of such Additional Commitment Lender’s Additional Commitment, earned and due and payable to such Additional Commitment Lender on the Effective Date. The Term B-2 Loans may be net funded on the Effective Date to account for the Term B-2 Upfront Fee; (c) the Administrative Agent shall have received payment from or on behalf of the Borrower for the account of each Lender that shall have consented to this Agreement by delivering a counterpart signature page to this Agreement to the Administrative Agent prior to 5:00 p.m., New York City time, on October 17, 2016, of an amendment fee for each such Lender in an amount equal to 0.25% of the outstanding principal amount of the Existing LoansTerm B Loans or amount of the Revolving Credit Commitments, as applicable, of such Lender; (iiid) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; (e) no Default or Event of Default shall exist, or would result from the incurrence of the Term B-2 Loans or the Additional Commitments and the consummation of the Transactions contemplated hereby, including from the application of the proceeds therefrom; (f) the Administrative Agent shall have received a certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, of each Credit Party the Borrower dated as of the Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 LoansTerm B-2 Loans and the Additional Commitments, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) company agreement of such Credit Party the Borrower either (x) have has not been amended since December 2, 2013 the Closing Date or (y) are is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viid) and (viiie) belowabove; (ivg) the Administrative Agent shall have received, on behalf of itself, the Term B-2 Lenders and the Additional Commitment Lenders on the Effective Date, a favorable written opinion of Weil, Gotshal & Xxxxxx LLP, counsel for Holdings, the Borrower and each other Loan Party, (A) dated the Effective Date, (B) addressed to the Administrative Agent, the Term B-2 Lenders and the Additional Commitment Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to this Agreement as the Administrative Agent shall reasonably request; (h) the Administrative Agent shall have received a Borrowing Request executed by the Borrower; (i) all fees and out-of-pocket expenses for which invoices have been presented at least three business day prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.04 of the Credit Agreement in connection with this Agreement shall have been paid or reimbursed and by (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vor on behalf of) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective DateBorrower; and (viiij) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence The borrowing of the Tranche B-1 Loans2016 Second Lien Incremental Term Loans under Second Lien Credit Agreement Amendment No. 1 shall have been consummated.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Amendment No. 3 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (a) the Administrative Agent (or its counsel) shall have received from each of the Borrower and the Participating Lenders, either (i) a counterpart of this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative AgentAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart to this Agreement (which, each Revolving Credit Lender and in the Required case of the Participating Lenders, may be in the form of a Tranche B-3 Participation Notice); (iib) the Administrative Agent shall have received an executed Notice of Borrowing in accordance with the terms hereof and Section 2.02 of the Credit Agreement; (c) the Administrative Agent shall have received fully executed and delivered Tranche B-1 B-3 Participation Notices from Participating Lenders and the Fronting Bank representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiid) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Amendment No. 3 Effective Date signed by an Authorized Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 B-3 Term Loans, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viif) and (viiig) below; (ivi) (A) the Administrative Agent shall have received all fees and out-of-pocket expenses required other amounts previously agreed to in writing by the Lead Arranger and the Borrower to be paid due on or reimbursed prior to the Amendment No. 3 Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 3 Effective Date (or such later date as is reasonably agreed by the Borrower Borrower), including legal fees and expenses and the fees and expenses of any other advisors in connection accordance with this the terms of the Credit Agreement shall have been paid or reimbursed and (Bii) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vf) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Borrower and the other Loan Parties contained in Article V of the Credit Agreement and in the any other Credit Documents Loan Document shall be (x) in the case of representations and warranties qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects on the Amendment No. 3 Effective Date and (y) in the case of all other representations and warranties, true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct respects, in all respects) with the same effect as though such representations and warranties had been made each case, on and as of the Amendment No. 3 Effective Date (Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language they shall be true and correct in all respects) on the basis set forth above as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiig) no Default or Event of Default shall exist on the Amendment No. 3 Effective Date before or after giving effect to the effectiveness hereof of this Agreement and the incurrence of the Tranche B-1 B-3 Term Loans; (h) the Administrative Agent shall have shall have received a solvency certificate executed by a Financial Officer of the Borrower, substantially in the form of Exhibit K to the Credit Agreement, dated and certifying as to solvency as of the Amendment No. 3 Effective Date; and (i) the Loan Parties shall have provided the documentation and other information to the Lenders required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the Patriot Act, in each case at least three (3) Business Days prior to the Amendment No. 3 Effective Date, as has been requested to the Borrower in writing reasonably prior to the Amendment No. 3 Effective Date.

Effective Date Conditions. This Agreement will Amendment (other than Section 1.1 hereof) shall become effective on the first date on or after March 24, 2014 hereof (the “Effective Date”), on which each of provided that the following conditions precedent have been satisfied (or waived) in accordance with the terms thereinsatisfied: (ia) this Agreement shall have been executed and delivered by Holdingsthe Borrowers, the BorrowerGuarantors, Existing Lenders constituting Required Lenders (as determined immediately prior to giving effect to this Amendment) and the other Credit Parties, Administrative Agent have each delivered a duly executed counterpart of this Amendment or Lender Agreement to the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiib) the Administrative Agent shall have received a certificate of each Credit Party a Responsible Officer of Holdings, US Borrower and Canadian Borrower dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching a certificate as to the resolutions good standing (where relevant) of each Loan Party as of a recent date, from the Secretary of State or similar consents adopted by such Credit Party approving Governmental Authority of the state of its incorporation or consenting to the Tranche B-1 Loansorganization, (B) certifying that attached thereto is a true and complete copy of the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement organization of such Credit Party either (x) have not been amended since December 2Loan Party, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the Loan Documents to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (D) as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents Loan Document on behalf of such Credit Loan Party and (ii) in the case of the Borrower, certifying countersigned by another officer as to the matters set forth in clauses (vi), (vii) incumbency and (viii) belowspecimen signature of the Responsible Officer executing such certificate; (ivc) (A) all fees and out-of-pocket expenses required to be paid the Administrative Agent or reimbursed by the Borrower in connection with this Agreement its relevant affiliates shall have been paid or reimbursed all fees to the extent required by that certain Engagement Letter dated November 6, 2013 (the “Engagement Letter”) by and between Credit Suisse Securities (BUSA) all accrued interest LLC and fees in respect Holdings as of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) Effective Date, the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the US Repricing Effective Date and the incurrence and/or exchange of CAN Repricing Effective Date, as applicable; (d) the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Loan Party contained in or pursuant to this Amendment, the Credit Loan Agreement and in the other Credit Loan Documents shall be are true and correct in all material respects (except that any to the extent already qualified by materiality or Material Adverse Effect, in which event such representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (or the US Repricing Effective Date or the CAN Repricing Effective Date, as applicable), except where to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any to the extent already qualified by materiality or Material Adverse Effect, in which event such representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (viie) the representations Administrative Agent shall have been paid all reasonable out of pocket costs and warranties expenses of the Administrative Agent in Section 5 connection with the preparation, negotiation and execution of this Amendment (including the reasonable fees and expenses of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, as counsel to the Administrative Agent, and all unpaid and invoiced fees previously submitted to US Borrower in connection with the Loan Agreement), in each case, to the extent required by the Engagement Letter or Section 9.05 of the Loan Agreement shall be true and correct and, in all material respects as of each case, invoiced at least one (1) Business Day prior to the Effective Date, the US Repricing Effective Date or the CAN Repricing Effective Date, as applicable; (f) the Administrative Agent shall have received a copy of the fully executed amendment to the ABL Credit Facility implementing amendments consistent with the Technical Modifications contemplated hereunder; and (viiig) no Default or Event of Default shall exist has occurred and is continuing on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 LoansDate.

Effective Date Conditions. This Agreement will become effective on The effectiveness of the first amendments set ------------------------- forth in Article I hereof shall be subject to the fulfillment by the Borrower, in a manner satisfactory to the Agent and the Banks, of all of the conditions precedent set forth in this Article V, and the date on or after March 24which the last of all such conditions shall have been fulfilled to the satisfaction of the Agent and the Banks, 2014 (shall be herein called the “"Effective Date”)" : (a) The Borrower, on which each of the following conditions Banks and the Agent shall have been satisfied (or waived) in accordance with the terms therein:executed and delivered this Amendment. (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all The representations and warranties made by each Credit Party contained in the Credit Agreement herein and in each other agreement, instrument, certificate or other writing delivered to the other Credit Documents Agent or any Bank pursuant hereto or to the Loan Agreement 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations after giving effect to this Amendment No. 5 as though made on and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); date except to the extent modified hereby and (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiiii) no Default or Event of Default shall exist have occurred and be continuing on the Effective Date before or after giving would result from the taking effect of this Amendment No. 5 except that the Agent's Lien has not been perfected with respect to certain interests of the Borrower in Equipment located in England the Residual Value of which has been included in the Residual Value Clause of the Borrowing Base in a post-computation amount not in excess of $2,606,000, and the Borrower hereby covenants and agrees to take all necessary action to cause such Lien to be perfected with respect to such Equipment, in a manner satisfactory to the effectiveness Agent, as of a date not later than 60 days after the date hereof. (c) The Borrower shall have: (i) executed and delivered to each of the Banks its respective New Bank Note; (ii) paid all fees and expenses of counsel to the Agent and to Fleet Bank N.A. incurred in connection herewith; and (iii) otherwise complied in all respects with the terms hereof and of any other agreement, document, instrument or other writing to be delivered by the incurrence Borrower in connection herewith. (d) The Agent shall have received, on or before the date hereof, the following, each in form and substance satisfactory to the Agent: (i) copies of the Tranche B-1 Loans.resolutions adopted by the Borrower's Board of Directors, certified by an authorized officer thereof, authorizing the execution, delivery and performance by the Borrower of this Amendment No. 5 and the New Notes; (ii) a certificate of an authorized officer of the Borrower, certifying the names and true signatures of the officer authorized to sign this Amendment No. 5 and the New Notes, together with evidence of the incumbency of such authorized officer; and a Compliance Certificate dated the Effective Date certifying that the conditions set forth in this Section 5.1 shall have been satisfied; and

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waivedthe “Effective Date Conditions”) in accordance with the terms thereinis satisfied: (ia) The Administrative Agent shall have received from the Borrower and the 2020 Additional Revolving Credit Lender a counterpart of this Agreement signed on behalf of such party; (b) The Administrative Agent and the 2020 Additional Revolving Credit Lender shall have been received the executed and delivered by Holdingslegal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Borrower, the other Credit Parties, . The Borrower and the Administrative AgentAgent hereby instruct such counsel to deliver such legal opinion; (c) The Borrower shall have paid all fees, each reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) of the 2020 Additional Revolving Credit Lender and the Required LendersAdministrative Agent for which invoices have been presented prior to the Effective Date; (d) The Administrative Agent (or its counsel) shall have received a certificate of the Borrower, dated as of the Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of the Borrower and attaching the documents referred to in clause (e) below. (e) The Administrative Agent shall have received, or an Authorized Officer of the Borrower shall certify that the applicable document previously provided to the Administrative Agent by the Borrower has not been amended since the date shown on the previously delivered applicable document, (i) a copy of the resolutions of the equity holders, board of directors or other managers (or a duly authorized committee thereof), as applicable, of the Borrower authorizing (a) the execution, delivery, and performance of this Agreement (and any agreements relating thereto) and (b) the extensions of credit contemplated hereunder, (ii) the Administrative Agent shall have received fully executed Certificate of Incorporation and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of the aggregate outstanding principal amount Borrower, (iii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Existing LoansAuthorized Officers of the Borrower executing the Credit Documents to which it is a party and (iv) good standing certificates from the Governmental Authorities of the jurisdictions of organization of the Borrower dated the Effective Date or a recent date prior thereto; (iiif) the The Administrative Agent shall have received a certificate of each the Borrower certifying that after giving effect to the incurrence of the Additional Revolving Credit Party dated as Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (g) The 2020 Additional Revolving Credit Lender shall have received prior to the Effective Date signed such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by an Authorized Officer of such Xxxxxx and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; (h) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and the 2020 Additional Revolving Credit Party Lender has provided its electronic delivery requirements, such Lender requesting a certification regarding beneficial ownership in relation to the Borrower as required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) shall have received prior to the Effective Date, the Beneficial Ownership Certification in relation to the Borrower; (i) (A) certifying The Borrower Certifications are true and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below;correct; and (ivj) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the The Administrative Agent shall have received an opinion a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory the Borrower to the Administrative Agent; (vi) both immediately before and effect that after giving effect to the Effective Date and transactions contemplated by this Agreement, the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that Borrower on a consolidated basis with its Restricted Subsidiaries is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 LoansSolvent.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waivedthe “Effective Date Conditions”) in accordance with the terms thereinis satisfied: (ia) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the The Administrative Agent shall have received fully executed from the Borrower, the 2020 Additional Revolving Credit Lender, the 2020 Letter of Credit Issuer and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% the Incremental Lender a counterpart of the aggregate outstanding principal amount this Agreement signed on behalf of the Existing Loanssuch party; (iiib) the The Administrative Agent (or its counsel) shall have received a certificate of each Credit Party the Borrower, dated as of the Effective Date signed Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by an any Authorized Officer and the Secretary or any Assistant Secretary of such Credit Party (i) (A) certifying the Borrower and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting documents referred to the Tranche B-1 Loans, in clause (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viiic) below; (ivc) (A) all fees The Administrative Agent shall have received, or an Authorized Officer of the Borrower shall certify that the applicable document most recently delivered and out-of-pocket expenses required certified to be paid or reimbursed the Administrative Agent by the Borrower in connection with an officer’s or secretary’s certificate has not been amended since the date of such officer’s or secretary’s certificate, (i) a copy of the resolutions of the equity holders, board of directors or other managers (or a duly authorized committee thereof), as applicable, of the Borrower authorizing (a) the execution, delivery, and performance of this US-DOCS\152856056.4 Agreement shall have been paid or reimbursed (and any agreements relating thereto) and (Bb) all accrued interest the extensions of credit contemplated hereunder, (ii) the Certificate of Incorporation and fees in respect By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of the Existing Loans outstanding immediately Borrower, (iii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of the Borrower executing the Credit Documents to which it is a party and (iv) good standing certificates from the Governmental Authorities of the jurisdictions of organization of the Borrower dated the Effective Date or a recent date prior to effectiveness of this Agreement shall have been paidthereto; (vd) The Borrower shall have paid all fees, reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent) of the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in for which case such representations and warranties shall invoices have been true and correct in all material respects (except that any representation and warranty that is qualified as presented prior to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiie) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof The Borrower Certifications are true and the incurrence of the Tranche B-1 Loanscorrect.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Amendment No. 2 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Required Lenders) in accordance with the terms therein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiia) the Administrative Agent shall have received a certificate of each Credit Party the Borrowers dated as of the Amendment No. 2 Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrowers (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrowers approving or consenting to the Tranche B-1 Loansthis Agreement, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrowers either (x) have not been amended since December 2, 2013 the Amendment No. 1 Effective Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrowers and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viib) and (viiic) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vb) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Borrowers and the other Loan Parties contained in Article V of the Credit Agreement and in the any other Credit Documents Loan Document shall be (x) in the case of representations and warranties qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects on the Amendment No. 2 Effective Date and (y) in the case of all other representations and warranties, true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct respects, in all respects) with the same effect as though such representations and warranties had been made each case, on and as of the Amendment No. 2 Effective Date (Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language they shall be true and correct in all respects) on the basis set forth above as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiic) no Default or Event of Default shall exist on the Amendment No. 2 Effective Date before or after giving effect to the effectiveness hereof of this Agreement; (d) the Borrowers shall have provided the documentation and other information to the Lenders required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the Patriot Act, in each case at least three (3) Business Days prior to Amendment No. 2 Effective Date, as has been requested to the Borrowers in writing at least ten (10) business days prior to the Amendment No. 2 Effective Date; and (e) the Administrative Agent shall have received, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 2 Effective Date (or such later date as is reasonably agreed by the Borrower), legal fees and expenses and the incurrence fees and expenses of any other advisors in accordance with the terms of the Tranche B-1 LoansCredit Agreement. For purposes of determining compliance with the conditions specified in this Section 2, the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Administrative Agent or such Lender prior to the Amendment No. 2 Effective Date specifying its objection thereto.

Effective Date Conditions. This Agreement will Amendment shall become effective on the first date on or after March 24, 2014 hereof (the “"Effective Date”"), on which each of provided that the following conditions precedent have been satisfied (or waived) in accordance with the terms thereinsatisfied: (ia) this Agreement shall have been executed and delivered by Holdingsthe Company, the Australian Borrower, the other Credit PartiesSubsidiary Guarantors, the Consenting Lenders, the New Term B Lender and the Administrative Agent have each delivered a duly executed counterpart of this Amendment or Consent, as applicable, to the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Consenting Lenders representing 100% of holding Term B Loans constitute the aggregate outstanding principal amount of the Existing LoansRequired Term B Lenders (as determined immediately prior to giving effect to this Amendment); (iiic) the Administrative Agent shall have received a certificate dated the Effective Date and signed by the secretary or an assistant secretary or other Responsible Officer of each Credit Party dated U.S. Loan Party, certifying that the organizational documents of the Company and the U.S. Loan Parties previously delivered to the Administrative Agent on the Closing Date, November 10, 2017 or October 1, 2018, pursuant to the applicable Secretary's Certificate, as applicable, have not been amended, supplemented or otherwise modified since such date and remain in full force and effect as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) belowdate hereof; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vd) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to a certificate dated the Effective Date and signed by the incurrence and/or exchange secretary or an assistant secretary or other Responsible Officer of each U.S. Loan Party, certifying as appropriate: (A) as to all corporate or limited liability company action taken by such U.S. Loan Party in connection with this Amendment; (B) the names of the Tranche B-1 Loans thereonResponsible Officers authorized to sign the Amendment and the other Loan Documents and their true signatures, and (C) as to copies of certificates from the appropriate state officials as to the continued existence and good standing of such U.S. Loan Party in its state of organization; (e) the Lead Arrangers (as defined in the that certain Multi-Color Corporation Repricing Engagement Letter dated June 18, 2018 (the "Engagement Letter") by and among Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and the Company) shall have been paid all fees to the extent required by the Engagement Letter as of the Effective Date; (f) the representations and warranties made by each Credit Loan Party contained in or pursuant to this Amendment, the Existing Credit Agreement and in the other Credit Loan Documents shall be are true and correct in all material respects (except that any to the extent already qualified by materiality or Material Adverse Effect, in which event such representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (Date, except where to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any to the extent already qualified by materiality or Material Adverse Effect, in which event such representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date; (g) the Administrative Agent shall have been paid all reasonable out of pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment (including the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative Agent), in each case, to the extent required by the Engagement Letter or Section 10.04 of the Existing Credit Agreement and for which invoices have been presented a reasonable period of time prior to the Effective Date; (h) no Default or Event of Default has occurred and is continuing on the Effective Date; (i) the Company has delivered to the Administrative Agent a certification (substantially in the form attached hereto as Exhibit B) that the conditions precedent set forth in clauses (f) and (h), of this Section 3.1 have been fully satisfied; (j) commitments satisfactory to the New Term B Lender shall have been obtained from financial institutions permitted by Section 10.06 of the Existing Credit Agreement to be assignees of the Term B Loans in an aggregate amount sufficient to acquire by assignment the Term B Loans acquired by the New Term B Lender pursuant to the terms hereof; (k) each Non-Consenting Term B Lender shall have been paid or, concurrent with the effectiveness of the amendments set forth in Section 1.1 hereof, are paid the Purchase Price (as defined below) (or the Administrative Agent has received such funds on behalf of the Non-Consenting Term B Lenders); (viil) the representations and warranties in Section 5 Company shall have paid the Administrative Agent (on behalf of this Agreement the Lenders) accrued interest on all outstanding Term B Loans (whether or not then due); (m) the Company shall be true and correct in all material respects have paid to the Administrative Agent (on behalf of the Non-Consenting Term B Lenders) any other amounts (other than the Purchase Price (as defined below)) payable to such Non-Consenting Term B Lender under the Loan Documents as of the Effective Date (including any amounts that have been notified to the Company by any Non-Consenting Term B Lender (or the Administrative Agent on behalf of such Non-Consenting Term B Lender) as being due and payable pursuant to Section 3.05 of the Existing Credit Agreement) (such amounts, the "Other Amounts"); (n) the Administrative Agent shall have received the results of a recent UCC lien search in each jurisdiction where a U.S. Loan Party is organized, and such search shall reveal no Liens on any of the assets of the U.S. Loan Parties except for Liens permitted by Section 7.01 of the Existing Credit Agreement or discharged on or prior to the Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent; (o) upon the reasonable written request of any Lender made at least ten days prior to the Effective Date, the Company shall have delivered to such Lender the documentation and other information so requested in respect of any Loan Party in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the USA PATRIOT Act, in each case at least three days prior to the Effective Date; and (viiip) no Default or Event of Default shall exist on at least three days prior to the Effective Date before or after giving effect Date, if the Company qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, the Company shall deliver a Beneficial Ownership Certification in relation to the effectiveness Company. Notwithstanding anything herein to the contrary, the amendments set forth in Section 1.1(b), (c), (d) and (e) hereof shall become effective immediately upon the Administrative Agent's receipt of a duly executed counterpart of this Amendment or a Consent from each of the Administrative Agent, the Company, the Australian Borrower, the Subsidiary Guarantors and the incurrence of the Tranche B-1 LoansRequired Lenders.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Amendment No. 6 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arrangers) in accordance with the terms therein: (ia) this Agreement the Term Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender Repricing Participating Lenders and the Required LendersFronting Bank, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment; (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Term Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Amendment No. 6 Effective Date signed and executed by an Authorized Officer of such Credit Party a secretary, assistant secretary or other senior officer (as the case may be) thereof (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Amendment and the Tranche B-1 B-3 Term Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) the Borrower have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificatethe Amendment No. 5 Effective Date, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viid) and (viiie) below; (ivc) (A) the Term Administrative Agent shall have received all fees and other amounts previously agreed to in writing by the Lead Arrangers and the Borrower to be due on or prior to the Amendment No. 6 Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment No. 6 Effective Date (or such later date as is reasonably agreed by the Borrower), the reasonable and documented out-of-pocket legal fees and expenses required to be paid or reimbursed by and the Borrower reasonable and documented out-of-pocket fees and expenses of any other advisors in connection accordance with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect the terms of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paidCredit Agreement; (vd) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents Section 4 of this Amendment 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 6 Effective Date Date; provided that, (except where A) in the case of any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as which expressly relates to “materiality” a given date or “material adverse effect” or similar language shall be true period, such representation and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement warranty shall be true and correct in all material respects as of the Effective Date; andrespective date or for the respective period, as the case may be and (B) if any such representation and warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification such representation and warranty shall be true and correct in all respects; (viiie) no Default or Event of Default shall exist on the Amendment No. 6 Effective Date before or after giving effect to the effectiveness hereof of this Amendment and the incurrence of the Tranche B-1 B-3 Term Loans; and (f) the Term Administrative Agent shall have received a certificate dated as of the Amendment No. 6 Effective Date from the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager, or any other senior financial officer of the Borrower to the effect that after giving effect to this Amendment, the Borrower is Solvent.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Amendment No. 2 Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms thereinherein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (iia) the Administrative Agent shall have received fully counterparts of this Agreement executed by (i) each Revolving Credit Lender, (ii) the Swing Line Lender, (iii) the L/C Issuer and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of (iv) the aggregate outstanding principal amount of the Existing LoansBorrower and each other Loan Party; (iiib) the representations and warranties in Section 3 of this Agreement shall be true and correct in all material respects as of the Amendment No. 2 Effective Date; (c) no Default or Event of Default shall exist, or would result from the consummation of the transactions contemplated hereby; (d) the Administrative Agent shall have received a certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, of each Credit Party the Borrower dated as of the Amendment No. 2 Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to the Tranche B-1 Loansthis Agreement, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) company agreement of such Credit Party the Borrower either (x) have has not been amended since December 2, 2013 the Closing Date or (y) are is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viib) and (viiic) below;above; and (iv) (Ae) all fees and out-of-pocket expenses for which invoices have been presented at least three business day prior to the Amendment No. 2 Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.04 of the Credit Agreement in connection with this Agreement shall have been paid or reimbursed and by (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vor on behalf of) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 LoansBorrower.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “First Amendment Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit PartiesLoan Parties party hereto and the Repricing Participating Lenders, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative AgentAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment (which, each Revolving Credit Lender and in the Required case of the Participating Lenders, may be in the form of a Tranche B-1 Participation Notice); (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Repricing Participating Lenders and the Fronting Bank representing 100% of (x) the aggregate outstanding principal amount of the Existing Term Loans less (y) the aggregate principal amount of any Non-Participating Cash Settlement Term Loans; (iiic) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the First Amendment Effective Date signed and executed by an Authorized Officer of such Credit Party a secretary, assistant secretary or other senior officer (as the case may be) thereof (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Amendment and the Tranche B-1 Term Loans, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viie) and (viiif) below; (ivi) (A) the Administrative Agent shall have received all fees and out-of-pocket expenses required other amounts previously agreed to in writing by the Lead Arranger and the Borrower to be paid due on or reimbursed prior to the First Amendment Effective Date, including, to the extent invoiced at least three Business Days prior to the First Amendment Effective Date (or such later date as is reasonably agreed by the Borrower Borrower), including legal fees and expenses and the fees and expenses of any other advisors in connection accordance with this the terms of the Credit Agreement shall have been paid or reimbursed and (Bii) all accrued interest and fees in respect of the Existing Term Loans outstanding immediately prior to effectiveness of this Agreement Amendment shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (viie) the representations and warranties in Section 5 of this Agreement Amendment shall be true and correct in all material respects on and as of the First Amendment Effective Date; provided that, (A) in the case of any such representation and warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the Effective Date; andrespective date or for the respective period, as the case may be and (B) if any such representation and warranty is qualified by “material”, “material adverse effect” or similar term or qualification such representation and warranty shall be true and correct in all respects; (viiif) no Default or Event of Default shall exist on the First Amendment Effective Date before or after giving effect to the effectiveness hereof of this Amendment and the incurrence of the Tranche B-1 Term Loans; (g) the Administrative Agent shall have received a certificate dated as of the First Amendment Effective Date in substantially the form of Exhibit P to the Credit Agreement from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower certifying as to the matters set forth therein; (h) the Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated as of the First Amendment Effective Date) of Winston & Xxxxxx LLP, New York and Delaware counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; and (i) the Administrative Agent shall have received (on behalf of the New Lenders) all documentation at least three Business Days prior to the First Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least ten Business Days prior to the First Amendment Effective Date and the Administrative Agent has reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waivedthe “Effective Date Conditions”) in accordance with the terms thereinis satisfied: a. The Administrative Agent shall have received from the Borrower, each Guarantor, each New Term Loan Lender and each Revolving Credit Lender a counterpart of this Agreement signed on behalf of such party; b. The Administrative Agent, each New Term Loan Lender and each Revolving Credit Lender shall have received the executed legal opinion of (i) this Agreement shall have been executed Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Credit Parties and delivered by Holdings(ii) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, special Georgia counsel to the Credit Parties. The Borrower, the other Credit PartiesParties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions; c. The Borrower shall have paid all fees, reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Lead Arrangers and the Administrative Agent, each Revolving Credit Lender ) of the Lead Arrangers and the Required LendersAdministrative Agent for which invoices have been presented prior to the Effective Date; (ii) the d. The Administrative Agent shall have received fully executed good standing certificates (to the extent such concept exists) from the applicable governmental authority (or confirmation from such governmental authority) of each Credit Party’s jurisdiction of incorporation, organization or formation and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% (I) (A) a certificate of the aggregate outstanding principal amount Credit Parties, dated the Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, of each Credit Party, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the Existing Loans; (iii) resolutions, in form and substance satisfactory to the Administrative Agent shall have received a certificate Agent, of the board of directors or other managers of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (or a duly authorized committee thereof) authorizing (i) (A) certifying the execution, delivery and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature performance of each officer executing this Agreement and any related documents on behalf of such Credit Party Document to which it is a party and (ii) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of each Credit Party and (z) signature and incumbency certificates of the Authorized Officers of each Credit Party executing the Credit Documents to which it is a party or (II) a certificate of Holdings on behalf of each Credit Party, dated the Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the matters set forth in documents delivered on the Closing Date pursuant to Sections 6.5(x) and 6.6 of the Credit Agreement, with such certificates pursuant to clauses (vi), (viiI) and (viiiII) belowabove also certifying that after giving effect to the incurrence of the New Term Loans and the use of proceeds therefrom, the Borrower has not incurred Indebtedness pursuant to Section 2.14 of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the e. The Administrative Agent shall have received an opinion a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPthe Borrower to the effect that after giving effect to the transactions contemplated by this Agreement, Holdings on a consolidated basis with its Restricted Subsidiaries is Solvent; f. The Borrower shall have delivered to the Administrative Agent a Notice of Borrowing in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect g. The Borrower shall have delivered a prepayment notice in respect to the Effective Date prepayment of Existing Term Loans in form and substance reasonably satisfactory to the incurrence and/or exchange Administrative Agent; h. The Administrative Agent shall have received payment of the Tranche B-1 aggregate principal amount of all Existing Term Loans thereon, all representations and warranties made by each Credit Party contained in outstanding under the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before plus all accrued and unpaid interest and other amounts thereon; i. The Borrower and Guarantor Certifications are true and correct; and j. Each New Term Loan Lender (including each Rollover Lender) shall have received an upfront fee equal to 0.25 % of the aggregate principal amount of New Term Loans funded (or after giving effect cashlessly rolled) by such New Term Loan Lender on the Effective Date. The Administrative Agent may net such upfront fees against the proceeds of the New Term Loans to the effectiveness hereof and the incurrence of the Tranche B-1 LoansBorrower.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “First Amendment Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arrangers) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit PartiesLoan Parties party hereto and the Participating Lenders, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative AgentAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment (which, each Revolving Credit Lender and in the Required case of the Participating Lenders, may be in the form of a Tranche B-1 Participation Notice); (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders and the Fronting Bank representing 100% of (x) the aggregate outstanding principal amount of the Existing Term Loans less (y) the aggregate amount of any Non-Participating Cash Settlement Term Loans; (iiic) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the First Amendment Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Amendment and the Tranche B-1 Term Loans, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viie) and (viiif) below; (ivi) (A) the Administrative Agent shall have received all fees and out-of-pocket expenses required other amounts previously agreed to in writing by the Lead Arrangers and the Borrower to be paid due on or reimbursed prior to the First Amendment Effective Date, including, to the extent invoiced at least three Business Days prior to the First Amendment Effective Date (or such later date as is reasonably agreed by the Borrower Borrower), including legal fees and expenses and the fees and expenses of any other advisors in connection accordance with this the terms of the Credit Agreement shall have been paid or reimbursed and (Bii) all accrued interest and fees in respect of the Existing Term Loans outstanding immediately prior to effectiveness of this Agreement Amendment shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (viie) the representations and warranties in Section 5 of this Agreement Amendment shall be true and correct in all material respects as of the First Amendment Effective Date; andprovided that, to the extent such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided, further, that any such representations or warranties that are qualified by materiality, Material Adverse Effect, or similar construct, shall be true and correct in all respects; (viiif) no Default or Event of Default shall exist on the First Amendment Effective Date before or after giving effect to the effectiveness hereof of this Amendment and the incurrence of the Tranche B-1 Term Loans; (g) the Administrative Agent shall have shall have received a solvency certificate executed by the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower; and (h) the Administrative Agent shall have received (on behalf of the New Lenders) all documentation at least three Business Days prior to the First Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least ten Business Days prior to the First Amendment Effective Date and the Administrative Agent has reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waivedthe “Effective Date Conditions”) in accordance with the terms thereinis satisfied: (ia) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the The Administrative Agent shall have received fully executed from the Borrower, the Administrative Agent and delivered each Tranche B-1 Participation Notices from Participating Lenders representing 100% B-2 Term Loan Credit Lender a counterpart of the aggregate outstanding principal amount this Agreement signed on behalf of the Existing Loanssuch party; (b) The Administrative Agent and the Tranche B-2 Term Loan Credit Lenders shall have received the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Borrower. The Borrower and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (c) The Borrower shall have paid all fees, reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) of the Tranche B-2 Term Loan Credit Lenders and the Administrative Agent for which invoices have been presented prior to the Effective Date; (d) The Administrative Agent (or its counsel) shall have received a certificate of the Borrower, dated as of the Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of the Borrower and attaching the documents referred to in clause (e) below. (e) The Administrative Agent shall have received, or an Authorized Officer of the Borrower shall certify that the applicable document previously provided to the Administrative Agent by the Borrower has not been amended since the date shown on the previously delivered applicable document, (i) a copy of the resolutions of the equity holders, board of directors or other managers (or a duly authorized committee thereof), as applicable, of the Borrower authorizing (a) the execution, delivery, and performance of this Agreement (and any agreements relating thereto) and (b) the extensions of credit contemplated hereunder, (ii) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of the Borrower, (iii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of the Borrower executing the Credit Documents to which it is a party and (iv) good standing certificates from the Governmental Authorities of the jurisdictions of organization of the Borrower dated the Effective Date or a recent date prior thereto; (f) The Administrative Agent shall have received a certificate of each the Borrower certifying that after giving effect to the incurrence of the Tranche B-2 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Party dated as Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (g) The Tranche B-2 Term Loan Credit Lenders shall have received prior to the Effective Date signed such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by an Authorized Officer of such Lender and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; (h) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-2 Term Loan Credit Party Lenders has provided its electronic delivery requirements, such Lender requesting a certification regarding beneficial ownership in relation to the Borrower as required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) shall have received prior to the Effective Date, the Beneficial Ownership Certification in relation to the Borrower; (i) (A) certifying The Borrower Certifications are true and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below;correct; and (ivj) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the The Administrative Agent shall have received an opinion a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory the Borrower to the Administrative Agent; (vi) both immediately before and effect that after giving effect to the Effective Date and transactions contemplated by this Agreement, the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that Borrower on a consolidated basis with its Restricted Subsidiaries is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 LoansSolvent.

Effective Date Conditions. This Agreement will Fourth Amendment shall not become effective on until, and shall become effective when: (a) executed counterparts of this Fourth Amendment, duly executed by the first date on or after March 24Company and the holders of 100% in aggregate principal amount of outstanding Notes, 2014 and acknowledged and agreed to by each Domestic Guarantor, shall have been delivered to the Noteholders; (b) as a restructuring fee, the Company shall execute and deliver to the Noteholders additional Warrants to purchase in the aggregate 150,000 shares of common stock of the Company (the “Effective DateAdditional Warrants”)) for an exercise price of $0.01 per share, on in the form of Exhibit D attached hereto, which restructuring fee shall be fully earned when such Additional Warrants are issued; (c) Allonges, in the form of Exhibit A-1 attached hereto, shall have been duly executed by the Company for each of the following conditions outstanding Notes and delivered to the appropriate Noteholders; (d) the Noteholders shall have been satisfied (or waived) received the following, each in accordance with the terms therein: form and substance satisfactory to them: (i) such resolutions or other action of the Board of Directors of the Company, incumbency certificates and/or other certificates of officers of the Company as the Noteholders may reasonably require to establish the identities of and verify the due authorization and delivery, and the authority and capacity of each officer thereof authorized to act as an officer in connection with, this Agreement shall have been executed and delivered by HoldingsFourth Amendment, the BorrowerAdditional Warrants and the Allonges and any other documents required to be executed in connection with this Fourth Amendment (collectively, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; “Amendment Documents”); (ii) copies of any amendments to the Administrative Agent shall have received fully executed Company’s articles of incorporation or bylaws necessary to issue the Additional Warrants and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) certificates of existence or good standing as the Administrative Agent Noteholders may reasonably require to verify that the Company is duly incorporated or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business and where the failure to do so would have a Material Adverse Effect; FLOW INTERNATIONAL CORPORATION FOURTH AMENDMENT (e) the Noteholders shall have received a certificate fully executed copy of each Credit Party the Third Amendment dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting July 28, 2004 to the Tranche B-1 LoansSecond Amended and Restated Senior Credit Agreement, (B) certifying that including the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPwarrants issued pursuant thereto, in form and substance reasonably satisfactory to the Administrative Agentthem; (vif) both immediately before and the Noteholders shall have received a calculation of the anti-dilution effect on the number of shares into which the original Warrants issued to the Noteholders are exercisable after giving effect to the Effective Date and the incurrence and/or exchange issuance of the Tranche B-1 Loans thereonwarrants to the Senior Lenders pursuant to the Third Amendment to the Second Amended and Restated Senior Credit Agreement; (g) the Company shall deliver to the Noteholders a detailed written description of all guaranties, liens and security interests which have been granted to the lenders under the Senior Credit Agreement which have not been granted on a subordinated basis to the Noteholders, including copies of each security agreement, pledge agreement and other collateral agreement, together with each financing statement, public filing and other recorded instrument executed in connection therewith (all in fully executed form), and certified as true, correct and complete by a Senior Officer of the Company; (h) the representations and warranties made by each Credit Party contained of the Company set forth in the Credit Agreement and in the other Credit Documents Section 4(a) hereof 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as with respect to the effective date hereof and the execution and delivery by the Company of this Fourth Amendment shall constitute the certification by the Company of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Datesame; and (viiii) no Default or Event the fees and expenses of Default shall exist on counsel and the Effective Date before or after giving effect financial advisors to the effectiveness hereof Noteholders relating to this Fourth Amendment to Note Purchase Agreements will be paid in full. Upon satisfaction of all of the foregoing, this Fourth Amendment shall become effective, and the incurrence amendments to the Note Purchase Agreements provided for herein shall be deemed effective as of the Tranche B-1 LoansJuly 28, 2004 and waiver and consents provided for herein shall be deemed given.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (iia) the Administrative Agent shall have received fully (i) this Amendment executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% by the Borrower, the other Loan Parties and the Administrative Agent and (ii) a Lender Addendum, executed and delivered by each of the aggregate outstanding principal amount of Additional Tranche B Term Lenders and the Existing LoansContinuing Tranche B Term Lenders; (iiib) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to the Tranche B-1 Loansthis Amendment, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower, in each case, either (x) have has not been amended since December 2, 2013 the Closing Date or (y) are is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vid), (viie) and (viiif) below; (iv) (Ac) all fees and out-of-pocket expenses for which invoices have been presented prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.5 of the Credit Agreement or any other letter agreement in connection with this Agreement Amendment shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paidreimbursed; (vd) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange each of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Loan Party contained in the Credit Agreement and in the other Credit Loan Documents 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” or similar language shall be true and correct in all respects) with of the same effect Effective Date as though such representations and warranties had been if made on and as of the Effective Date such date (except where such other than representations and warranties expressly relate to an earlier which speak only as of a certain date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of made only on such earlier date); (viie) the representations and warranties in Section 5 4 of this Agreement Amendment shall be true and correct in all material respects as of the Effective Date; and (viiif) no Default or Event of Default shall exist on the Effective Date immediately before or and after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loanshereof.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms thereinherein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (iia) the Administrative Agent shall have received fully counterparts of this Agreement executed and delivered Tranche B-1 Participation Notices from Participating by (i) Term B-2 Lenders with Term B-2 Commitments representing 100% of the aggregate Term B-2 Commitments, (ii) the Required Lenders and (iii) the Borrower and each other Loan Party; (b) for the ratable benefit of each Term B-2 Lender providing a Term B-2 Loan as of the Effective Date, an upfront fee (the “Upfront Fee”) in an amount equal to 2.00% of the stated principal amount of such Term B-2 Lender’s Term B-2 Loan, earned and due and payable to such Term B-2 Lender on the Effective Date. The Term B-2 Loans may be net funded on the Effective Date to account for the Upfront Fee; (c) the Administrative Agent shall have received payment from or on behalf of the Borrower for the account of each Lender that shall have consented to this Agreement by delivering a counterpart signature page to this Agreement to the Administrative Agent prior to 5:00 p.m., New York City time, on October 17, 2016, of an amendment fee for each such Lender in an amount equal to 0.25% of the outstanding principal amount of the Existing LoansInitial Loans of such Lender; (iiid) the representations and warranties in Section 4 of this Agreement shall be true and correct in all material respects as of the Effective Date; (e) no Default or Event of Default shall exist, or would result from the incurrence of the Term B-2 Loans and the consummation of the Transactions contemplated hereby, including from the application of the proceeds therefrom; (f) the Administrative Agent shall have received a certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, of each Credit Party the Borrower dated as of the Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 Term B-2 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) company agreement of such Credit Party the Borrower either (x) have has not been amended since December 2, 2013 the Closing Date or (y) are is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viid) and (viiie) belowabove; (ivg) the Administrative Agent shall have received, on behalf of itself, the Term B-2 Lenders on the Effective Date, a favorable written opinion of Weil, Gotshal & Xxxxxx LLP, counsel for Holdings, the Borrower and each other Loan Party, (A) dated the Effective Date, (B) addressed to the Administrative Agent and the Term B-2 Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to this Agreement as the Administrative Agent shall reasonably request; (h) the Administrative Agent shall have received a Borrowing Request executed by the Borrower; (i) all fees and out-of-pocket expenses for which invoices have been presented at least three business day prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.04 of the Credit Agreement in connection with this Agreement shall have been paid or reimbursed and by (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vor on behalf of) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective DateBorrower; and (viiij) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence The borrowing of the Tranche B-1 Loans2016 First Lien Incremental Loans under First Lien Credit Agreement Amendment No. 1 shall have been consummated.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Amendment No. 1 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arrangers) in accordance with the terms therein: (a) the Administrative Agent (or its counsel) shall have received from each of the Borrower and the Participating Lenders, either (i) a counterpart of this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative AgentAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart to this Agreement (which, each Revolving Credit Lender and in the Required case of the Participating Lenders, may be in the form of a Tranche B-1 Participation Notice); (iib) the Administrative Agent shall have received an executed Notice of Borrowing in accordance with the terms hereof and Section 2.02 of the Credit Agreement; (c) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders and the Fronting Bank representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiid) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Amendment No. 1 Effective Date signed by an Authorized Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 Term Loans, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viig) and (viiih) below; (ive) (A) all fees and out-of-pocket expenses the Administrative Agent shall have received, for the ratable account of each Existing Lender, the full amount of any prepayment fee required to be paid or reimbursed by the Borrower in connection with this Agreement pursuant to Section 2.08(f) of the Credit Agreement; (f) (i) the Administrative Agent shall have been paid received all fees and other amounts previously agreed to in writing by the Lead Arrangers and the Borrower to be due on or reimbursed prior to the Amendment No. 1 Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 1 Effective Date (or such later date as is reasonably agreed by the Borrower), including legal fees and expenses and the fees and expenses of any other advisors in accordance with the terms of the Credit Agreement and (Bii) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vg) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Borrower and the other Loan Parties contained in Article V of the Credit Agreement and in the any other Credit Documents Loan Document shall be (x) in the case of representations and warranties qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects on the Amendment No. 1 Effective Date and (y) in the case of all other representations and warranties, true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct respects, in all respects) with the same effect as though such representations and warranties had been made each case, on and as of the Amendment No. 1 Effective Date (Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language they shall be true and correct in all respects) on the basis set forth above as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiih) no Default or Event of Default shall exist on the Amendment No. 1 Effective Date before or after giving effect to the effectiveness hereof of this Agreement and the incurrence of the Tranche B-1 Term Loans; (i) the Administrative Agent shall have shall have received a solvency certificate executed by a Financial Officer of the Borrower, substantially in the form of Exhibit K to the Credit Agreement, dated and certifying as to solvency, in each case, as of the Amendment No. 1 Effective Date; and (j) the Loan Parties shall have provided the documentation and other information to the Lenders required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the Patriot Act, in each case at least three (3) Business Days prior to the Amendment No. 1 Effective Date, as has been requested to the Borrower in writing reasonably prior to the Amendment No. 1 Effective Date.

Effective Date Conditions. This Agreement will Each of (i) the amendments set forth in Section 1 hereof and (ii) the obligations of each Consenting Term A Lender and Consenting Revolving Lender to convert their Existing Term A Loans and Existing Revolving Loans, respectively, to Term A-3 Loans and the Additional Term A-3 Lenders to make Additional Term A-3 Loans, shall each become effective on the first date on or after March 24, 2014 (the “Second Amendment Effective Date”), which shall be June 28, 2018) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (ia) this Agreement Amendment shall have been executed and delivered by Holdings, (i) the Borrower, Borrower and each of the other Credit PartiesLoan Parties and the Xxxxxxxx Equity Holder, (ii) the Administrative Agent, each Revolving Credit Lender (iii) the Consenting Lenders and (iv) the Required LendersAdditional Term A-3 Lender; (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100received, in immediately available funds, (i) (x) for the account of each Consenting Term A Lender, a fee equal to 0.05% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted Term A Loans held by such Credit Party approving or consenting to the Tranche B-1 LoansConsenting Term A Lenders, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to for the account of each Consenting Revolving Credit Lender, 0.05% of the aggregate principal amount of the Existing Revolving Loans of such certificate, Consenting Revolving Credit Lender and (Cz) certifying as to for the incumbency and specimen signature account of each officer executing this Agreement and any related documents the Additional Term A-3 Lender, 0.05% of the aggregate principal amount of the Additional Term A-3 Loans provided by it on behalf of such Credit Party the Second Amendment Effective Date and (ii) in the case payment or reimbursement of the Borrowerall other fees, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and reasonable out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent), compensation and other amounts then due and required to be paid or reimbursed by the Borrower in connection with this Agreement Amendment, in the case of out-of-pocket expenses, to the extent invoiced at least one (1) Business Day prior to the Second Amendment Effective Date; (c) each of the representations and warranties of the Loan Parties contained in Section 4 hereof shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects, on and as of the Second Amendment Effective Date (or true and correct in all respects as of a specified date if earlier, or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects); (d) immediately prior to and immediately after giving effect to the Amendment, no Default or Event of Default shall have been paid occurred and be continuing; (e) the Borrower shall have, immediately after the making of the Term A-3 Loans by the Additional Term A-3 Lender, (i) repaid (or reimbursed and (Bcaused to be repaid) all accrued interest and fees in respect of the Existing Term A Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid;the Second Amendment Effective Date other than those converted to Term A-3 Loans, (ii) repaid (or caused to be repaid) all Existing Revolving Loans outstanding immediately prior to the Second Amendment Effective Date other than those converted to Term A-3 Loans and (iii) paid to all Lenders holding Existing Term A Loans, Existing Revolving Loans and/or existing Revolving Credit Commitments all accrued and unpaid interest and/or fees on such Existing Term A Loans, Existing Revolving Loans and/or existing Revolving Credit Commitments outstanding immediately prior to the Second Amendment Effective Date to, but not including, the Second Amendment Effective Date; and (vf) the Administrative Agent shall have received an opinion irrevocable request from the Borrower and the Nexstar Borrower to reallocate Group Revolving Credit Commitments from the Nexstar Credit Agreement to the Amended Credit Agreement in accordance with Section 2.06(d) of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPthe Nexstar Credit Agreement and Section 2.06(d) of the Amended Credit Agreement on the date that is 20 Business Days after the Amendment No. 2 Effective Date (the “Reallocation Date”) in an amount equal to the lesser of (x) $5,850,679.10 and (y) an amount (which shall not be less than $0) equal to the aggregate principal amount of Term A-3 Loans held by Bank of America, N.A. on the Reallocation Date minus $7,333,752.51 (such lesser amount, the “Reallocation Date Payment Amount”). For purposes of determining whether the conditions set forth in form and substance reasonably satisfactory to this Section 3 have been satisfied, by releasing its signature page hereto, the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date , each Consenting Lender and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents Additional Term A-3 Lender shall be true and correct in all material respects (except that any representation and warranty that is qualified deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Administrative Agent or such Lender, as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loansmay be.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Second Amendment Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit PartiesLoan Parties party hereto and the Participating Lenders, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative AgentAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment (which, each Revolving Credit Lender and in the Required case of the Participating Lenders, may be in the form of a Tranche B-2 Participation Notice); (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices B-2 Term Loan Commitments from Participating Tranche B-2 Term Lenders representing 100% of the aggregate outstanding principal amount of the Existing Tranche B-2 Term Loans; (iiic) the Administrative Agent shall have received a certificate of each Credit Party Loan Party, dated as of the Second Amendment Effective Date signed and executed by an Authorized Officer of such Credit Party a secretary, assistant secretary or other senior officer (ias the case may be) thereof (A) certifying and attaching the resolutions or similar consents adopted by such Credit Loan Party approving or consenting to this Amendment and the Tranche B-1 B-2 Term Loans, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Loan Party either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Loan Party and ; (iid) in the case Administrative Agent shall have received a certificate of the Borrower, Borrower certifying as to the matters set forth in clauses (vi), (viif) and (viiig) below; (ivi) (A) the Administrative Agent shall have received all fees and out-of-pocket expenses required other amounts previously agreed to in writing by the Lead Arranger and the Borrower to be paid due on or reimbursed prior to the Second Amendment Effective Date, including, to the extent invoiced at least three Business Days prior to the Second Amendment Effective Date (or such later date as is reasonably agreed by the Borrower Borrower), including legal fees and expenses and the fees and expenses of any other advisors in connection accordance with this the terms of the Credit Agreement shall have been paid or reimbursed and (Bii) all accrued interest and fees in respect of the Existing Term Loans outstanding immediately prior to effectiveness of this Agreement Amendment shall have been paid; (vf) the representations and warranties in Section 6 of this Amendment shall be true and correct in all material respects on and as of the Second Amendment Effective Date; provided that, (A) in the case of any such representation and warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be and (B) if any such representation and warranty is qualified by “material”, “material adverse effect” or similar term or qualification such representation and warranty shall be true and correct in all respects; (g) no Default or Event of Default shall exist on the Second Amendment Effective Date before or after giving effect to the effectiveness of this Amendment and the incurrence of the Tranche B-2 Term Loans; (h) the Administrative Agent shall have received an a certificate dated as of the Second Amendment Effective Date in substantially the form of Exhibit P to the Credit Agreement from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower certifying as to the matters set forth therein; (i) the Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated as of Xxxxxxx Xxxxxxx the Second Amendment Effective Date) of Winston & Xxxxxxxx Xxxxxx LLP, New York and Delaware counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (vij) both immediately before and after giving effect the Administrative Agent shall have received (on behalf of the New Lenders) all documentation at least three Business Days prior to the Second Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least ten Business Days prior to the Second Amendment Effective Date and the incurrence and/or exchange Administrative Agent has reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective DateUSA Patriot Act; and (viiik) no Default or Event of Default To the extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, the Borrower shall exist on the Effective Date before or after giving effect have delivered a certification regarding beneficial ownership with respect to the effectiveness hereof and the incurrence of the Tranche B-1 Loansitself as required by 31 C.F.R. § 1010.230.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Amendment No. 4 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received (A) from each of the Borrower, the other Credit PartiesLoan Parties party hereto and the Tranche B-3 Term Lenders, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment and (B) from each of the Borrower, the Administrative other Loan Parties and the Senior Secured Notes Agent, each Revolving Credit Lender and a counterpart of the Required LendersFirst Lien Pari Passu Intercreditor Agreement signed by such party; (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate certificates of each Credit Loan Party party hereto dated as of the Amendment No. 4 Effective Date signed by an Authorized and Responsible Officer of such Credit Party thereof (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Loan Party approving or consenting to this Amendment and the Tranche B-1 B-3 Term Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit each Loan Party either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit each Loan Party party hereto or certifying that the incumbency certificate delivered to the Administrative Agent on June 18, 2020 remains effective and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vid), (viie) and (viiif) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vc) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, all fees and amounts previously agreed to in form writing by the Lead Arranger and substance reasonably satisfactory the Borrower to be due on or prior to the Administrative AgentAmendment No. 4 Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment No. 4 Effective Date (or such later date as is reasonably agreed by the Borrower), the reasonable and documented out-of-pocket legal fees and expenses and the reasonable and documented out-of-pocket fees and expenses of any other advisors in accordance with the terms of the Credit Agreement; (vid) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents Section 4 of this Amendment 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 4 Effective Date (except where to the extent such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement they shall be true and correct in all material respects as of such earlier date); provided that, to the Effective Date; andextent that such representations and warranties are qualified by materiality, material adverse effect or other similar language, they shall be true and correct in all respects; (viiie) no Default or Event of Default shall exist on the Amendment No. 4 Effective Date before or after giving effect to the effectiveness hereof and would result from the incurrence of the Tranche B-1 B-3 Term Loans or the application of proceeds therefrom; (f) the Borrower shall have, or substantially concurrently with, and in any event within one day of, the making of the Tranche B-3 Term Loans will have, redeemed all of its issued and outstanding Series A Preferred Stock; (g) the Senior Secured Notes shall have been (or substantially concurrently with the making of the Tranche B-3 Term Loans, shall be) issued in an amount of $300 million; (h) the Administrative Agent shall have received a certificate attesting to the Solvency of the Borrower and its Subsidiaries on a combined basis after giving effect to incurrence of the Tranche B-3 Term Loans and the Senior Secured Notes, from the Borrower’s chief financial officer, dated as of the Amendment No. 4 Effective date, substantially in the form of Exhibit H to the Credit Agreement; and (i) the Administrative Agent shall have received favorable opinions of each of (A) Xxxxxx LLP and (B) Nyemaster Xxxxx, P.C., counsel to the Loan Parties and, in each case, addressed to the Administrative Agent and each Lender.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waivedthe “Effective Date Conditions”) in accordance with the terms thereinis satisfied: (ia) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the The Administrative Agent shall have received fully executed from the Borrower and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% each New Revolving Loan Lender a counterpart of the aggregate outstanding principal amount this Agreement signed on behalf of the Existing Loanssuch party; (b) The Administrative Agent and each Incremental Revolving Loan Lender shall have received the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Borrower. The Borrower and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (c) The Borrower shall have paid all fees, reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent) of the Administrative Agent for which invoices have been presented prior to the Effective Date; (d) The Administrative Agent (or its counsel) shall have received a certificate of the Borrower, dated as of the Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of the Borrower and attaching the documents referred to in clause (e) below. (e) The Administrative Agent shall have received, or an Authorized Officer of the Borrower shall certify that the applicable document previously provided to the Administrative Agent by the Borrower has not been amended since the date shown on the previously delivered applicable document, (i) a copy of the resolutions of the equity holders, board of directors or other managers (or a duly authorized committee thereof), as applicable, of the Borrower authorizing (a) the execution, delivery, and performance of this Agreement (and any agreements relating thereto) and (b) the extensions of credit contemplated hereunder, (ii) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of the Borrower, (iii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of the Borrower executing the Credit Documents to which it is a party and (iv) good standing certificates from the Governmental Authorities of the jurisdictions of organization of the Borrower dated the Effective Date or a recent date prior thereto; (f) The Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) Borrower certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereonIncremental Revolving Credit Commitments, all representations the Borrower has not incurred Indebtedness pursuant to Section 2.14 and warranties made by each Credit Party contained in Section 10.1(x) of the Credit Agreement and in excess of the other Credit Documents shall be true and correct Maximum Incremental Facilities Amount, calculated in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) accordance with the same effect as though such representations and warranties had been made on and as terms of the Credit Agreement; (g) Each New Revolving Loan Lender shall have received prior to the Effective Date (except where such representations documentation and warranties expressly relate to an earlier date, in which case such representations other information about the Borrower and warranties the Guarantors as shall have been true reasonably requested in writing by such Xxxxxx and correct in all material respects (except that any representation as required by U.S. regulatory authorities under applicable “know your customer” and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true anti-money laundering rules and correct in all respects) as of such earlier date)regulations, including, without limitation, the Patriot Act; (viih) If the representations Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and warranties each New Revolving Loan Lender has provided its electronic delivery requirements, each such Lender requesting a certification regarding beneficial ownership in Section 5 of this Agreement relation to the Borrower as required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) shall be true and correct in all material respects as of have received prior to the Effective Date, the Beneficial Ownership Certification in relation to the Borrower; and (viiii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof The Borrower Certifications are true and the incurrence of the Tranche B-1 Loanscorrect.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms thereinherein: (a) the Agent shall have received counterparts of this Amendment executed by (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and Lenders representing the Required Lenders; Lenders and (ii) the Administrative Agent Borrower and each other Loan Party; (b) to the extent invoiced at least three Business Days prior to the Effective Date, the Borrower shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of paid all Lender Group Expenses incurred in connection with the aggregate outstanding principal amount Amendment in accordance with Section 8.1 of the Existing LoansCredit Agreement; (iiic) the Administrative Agent shall have received a customary officer certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect Agent signed by a Financial Officer of the Borrower certifying as to the Effective Date and the incurrence and/or exchange accuracy of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 4; (d) the Agent shall have received a Compliance Certificate (as amended by this Amendment) duly executed by the chief financial officer of this Agreement shall be true the Borrower demonstrating, to the Borrower’s knowledge and correct in all material respects as of the Effective date of such certificate, pro forma compliance with each financial covenant in Section 6.12 of the Existing Credit Agreement based on the December 31, 2015 internal management financials prepared in good faith; (e) the Agent and Lenders shall have received financial projections from the date of the most recent financial statements delivered pursuant to Section 5.2 of the Existing Credit Agreement through the Maturity Date, prepared in reasonable detail and setting forth, with appropriate discussion, the principal assumptions on which such projections are based; and (viiif) no Default or Event the Agent and Lenders shall have received such other information as may be reasonably requested by any of Default shall exist on them at least three Business Days prior to the Effective Date before or after giving effect (including with respect to the effectiveness hereof and the incurrence of the Tranche B-1 LoansFSC proxy contest).

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Amendment No. 6 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (a) the Administrative Agent (or its counsel) shall have received from each of the Borrower and the Participating Lenders, either (i) a counterpart of this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative AgentAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart to this Agreement (which, each Revolving Credit Lender and in the Required case of the Participating Lenders, may be in the form of a Tranche B-6 Participation Notice); (iib) the Administrative Agent shall have received an executed Notice of Borrowing in accordance with the terms hereof and Section 2.02 of the Credit Agreement; (c) the Administrative Agent shall have received fully executed and delivered Tranche B-1 B-6 Participation Notices from Participating Lenders and the Fronting Bank representing 100% of the aggregate outstanding principal amount of the Existing Term Loans; (iiid) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Amendment No. 6 Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 B-6 Term Loans, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Amendment No. 5 Effective Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viif) and (viiig) below; (ivi) the Administrative Agent shall have received (Ax) a consent fee, for the account of each Participating Lender in an amount equal to 0.25% of each such Participating Lender’s Tranche B-6 Commitments (which may be payable in the form of original issue discount) and (y) all other fees and out-of-pocket expenses required other amounts previously agreed to in writing by the Lead Arranger and the Borrower to be paid due on or reimbursed prior to the Amendment No. 6 Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 6 Effective Date (or such later date as is reasonably agreed by the Borrower Borrower), legal fees and expenses and the fees and expenses of any other advisors in connection accordance with this the terms of the Credit Agreement shall have been paid or reimbursed and (Bii) all accrued interest and fees in respect of the Existing Term Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vf) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Borrower and the other Loan Parties contained in Article V of the Credit Agreement and in the any other Credit Documents Loan Document shall be (x) in the case of representations and warranties qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects on the Amendment No. 6 Effective Date and (y) in the case of all other representations and warranties, true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct respects, in all respects) with the same effect as though such representations and warranties had been made each case, on and as of the Amendment No. 6 Effective Date (Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language they shall be true and correct in all respects) on the basis set forth above as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiig) no Default or Event of Default shall exist on the Amendment No. 6 Effective Date before or after giving effect to the effectiveness hereof of this Agreement and the incurrence of the Tranche B-1 B-6 Term Loans.; (h) the Administrative Agent shall have received a solvency certificate executed by a Financial Officer of the Borrower, substantially in the form of Exhibit K to the Credit Agreement, dated and certifying as to solvency as of the Amendment No. 6 Effective Date; (i) the Prepayment shall have been made or consummated prior to, or shall be made or consummated substantially simultaneously with the effectiveness of this Agreement; and (j) the Loan Parties shall have provided the documentation and other information to the Lenders required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the Patriot Act, in each case at least three (3) Business Days prior to the Amendment No. 6 Effective Date, as has been requested to the Borrower in writing reasonably prior to the Amendment No. 6

Effective Date Conditions. This Agreement will Each of (i) the extension of the Revolving Commitments set forth in Section 1 hereof and (ii) the amendment set forth in Section 3 hereof shall become effective on the first date on or after March 24, 2014 (the “Second Amendment Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (ia) this Agreement Amendment shall have been (A) executed and delivered by Holdings(i) Parent, Holdco and the Borrower, (ii) each of the other Credit Revolving Lenders, (iii) the Swingline Lender and (iv) the Issuing Bank and (B) acknowledged and delivered by the Administrative Agent; (b) delivery to the Administrative Agent of (A) a customary written opinion of Xxxxxxxx & Xxxxx LLP, in its capacity as New York counsel for the Loan Parties, dated as of the Second Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent and each Revolving Credit Lender and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; Lenders and (iiiB) the Administrative Agent shall have received a customary officer’s certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer Borrower, Parent and Holdco with respect to (w) organizational documents (which may be in the form of such Credit Party (i) (A) certifying a certification from each of the Borrower, Parent and attaching Holdco that there have been no changes from the resolutions or similar consents adopted by such Credit Party approving or consenting organizational documents previously delivered to the Tranche B-1 LoansAdministrative Agent), (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2resolutions, 2013 or (y) are attached as an exhibit to such certificate, incumbency and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (iiz) in the case of the Borrower, certifying as to that the matters conditions set forth in clauses (vi), (viiSection 5(d) and (viiie) belowhereof have been satisfied; (ivc) (A) the Administrative Agent and the Lenders shall have received, in immediately available funds, payment or reimbursement of all fees and (including, for the avoidance of doubt, the Amendment Fee), reasonable out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent and the Revolving Lenders), compensation and other amounts then due and required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and Amendment, in each case, to the extent invoiced at least three (B3) all accrued interest and fees in respect Business Days prior to the Second Amendment Effective Date; (d) each of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Borrower contained in the Credit Agreement and in the other Credit Documents Section 6 hereof 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loans.a specified date if earlier);

Effective Date Conditions. This Agreement will Each of the amendments set forth in Section 1 hereof shall each become effective on the first date on or after March 24(such date and time of effectiveness, 2014 (the “Seventh Amendment Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms thereinsatisfied: (ia) this Agreement Amendment shall have been executed and delivered by Holdings, (i) the Borrower, the each other Credit Parties, the Administrative Agent, Loan Party and each Revolving Credit Lender Mission Equity Holder and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing LoansAgent; (iiib) the Administrative Agent has not received, prior to 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have received a certificate of each Credit Party dated as of posted this Amendment to all Lenders and the Effective Date signed by an Authorized Officer of such Credit Party Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting it being understood that this Amendment was posted to the Tranche B-1 LoansLenders and the Borrowers on Tuesday, (B) certifying May 30, 2023 and that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of fifth Business Day after such Credit Party either (x) have not been amended since December 2date is Tuesday, 2013 or (y) are attached as an exhibit to such certificateJune 6, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi2023), (vii) and (viii) belowwritten notice from Lenders comprising the Majority Lenders that such Majority Lenders do not accept the Amendments; (ivc) the Administrative Agent has not received, prior to 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted this Agreement to all Lenders and the Borrower (it being understood that this Amendment was posted to the Lenders and the Borrowers on Tuesday, May 30, 2023 and that the fifth Business Day after such date is Tuesday, June 6, 2023), written notice from Group Lenders holding more than 50% of the sum of the Outstanding Amount of the (a) Term B-4 Loans and (b) Term B-4 Loans (as defined in the Existing Nexstar Credit Agreement) (Asuch Group Lenders, collectively, the “Majority Group Term B Lenders”) all fees and that such Majority Group Term B Lenders do not accept the Amendments; and (d) the Borrower shall have paid to the Administrative Agent, to the extent invoiced, the reasonable documented out-of-pocket expenses required to be paid or reimbursed by of the Borrower Administrative Agent in connection with this Agreement shall have been paid or reimbursed Amendment (including the reasonable documented fees and (B) all accrued interest and fees in respect expenses of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier datelegal counsel); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loans.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Amendment No. 3 Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms thereinherein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (iia) the Administrative Agent shall have received fully executed signature pages to (or consents authorizing the relevant party’s consent to) this Amendment from (i) the Amendment No. 3 Revolving Credit Lenders, (ii) the Amendment No. 3 Additional Revolving Credit Commitment Lenders, (iii) the Additional Term B-3 Lender, (iv) the Swing Line Lender, (v) the L/C Issuer and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of (vi) the aggregate outstanding principal amount of the Existing LoansBorrower and each other Loan Party; (iiib) the representations and warranties in Section 8 of this Amendment shall be true and correct in all material respects as of the Amendment No. 3 Effective Date; (c) no Default or Event of Default shall exist, or would result from the incurrence of the Term B-3 Loans or the Additional Commitments and the consummation of the transactions contemplated hereby, including from the application of the proceeds therefrom; (d) the Administrative Agent shall have received a certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, of each Credit Party the Borrower dated as of the Amendment No. 3 Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Amendment and the Tranche B-1 LoansTerm B-3 Loans and the Additional Commitments, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) company agreement of such Credit Party the Borrower either (x) have has not been amended since December 2, 2013 the Closing Date or (y) are is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viib) and (viiic) belowabove; (ive) the Administrative Agent shall have received, on behalf of itself, the Term B-3 Lenders, the Revolving Credit Lenders and the Amendment No. 3 Additional Revolving Credit Commitment Lenders on the Amendment No. 3 Effective Date, a favorable written opinion of Weil, Gotshal & Xxxxxx LLP, counsel for Holdings, the Borrower and each other Loan Party, (A) dated the Amendment No. 3 Effective Date, (B) addressed to the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Term B-3 Lenders, the Revolving Credit Lenders and the Amendment No. 3 Additional Revolving Credit Commitment Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to this Agreement as the Administrative Agent shall reasonably request; (f) to the extent requested by the Administrative Agent or any Lender not less than five (5) Business Days prior to the Amendment No. 3 Effective Date, the Administrative Agent or such Lender shall have received not less than three (3) days prior to the Amendment No. 3 Effective Date (x) all fees documentation and other information about the Borrower and the Guarantors as the Administrative Agent or such Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, and (y) a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; (g) the Administrative Agent shall have received a Committed Loan Notice executed by the Borrower with respect to the Term B-3 Loans to be incurred by the Borrower as of the Amendment No. 3 Effective Date; and (h) the Administrative Agent shall have received (or, in the case of clause (A) below, shall substantially simultaneously with the occurrence of the Amendment No. 3 Effective Date shall receive from the proceeds of the Term B-3 Loans made by the Additional Term B-3 Lender) from the Borrower funds sufficient to (A) repay the aggregate principal amount of all Term B Loans that are not converted to Term B-3 Loans and all Term B-2 Loans that are not converted to Term B-3 Loans, (B) pay all accrued and unpaid interest through but excluding the Amendment No. 3 Effective Date on the Term B Loans and the Term B-2 Loans, (C) pay all out-of-pocket expenses for which invoices have been presented at least three Business Days prior to the Amendment No. 3 Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.04 of the Existing Credit Agreement in connection with this Agreement shall have been paid or reimbursed Amendment, (D) pay all accrued and unpaid interest on Revolving Credit Loans, accrued and unpaid fees related to Letters of Credit under Sections 2.03(h) and (Bi) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior Credit Agreement and all accrued and unpaid fees relating to effectiveness the Revolving Credit Commitments under Section 2.09(a) of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPExisting Credit Agreement, in form and substance reasonably satisfactory to each case through but excluding the Administrative Agent; (vi) both immediately before and after giving effect to the Amendment No. 3 Effective Date and the incurrence and/or exchange (E) pay all fees payable to any Lenders or any of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained their respective Affiliates in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) connection with the same effect as though such representations and warranties had been made on and as Amendment. For the avoidance of doubt, the Amendment No. 3 Effective Date (except where such representations and warranties expressly relate to an earlier dateis December 6, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loans2019.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Amendment No. 2 Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms thereinherein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (iia) the Administrative Agent shall have received fully executed signature pages to (or consents authorizing the relevant party’s consent to) this Amendment from (i) the Additional Term B-3 Lender and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of (ii) the aggregate outstanding principal amount of the Existing LoansBorrower and each other Loan Party; (iiib) the representations and warranties in Section 6 of this Amendment shall be true and correct in all material respects as of the Amendment No. 2 Effective Date; (c) no Default or Event of Default shall exist, or would result from the incurrence of the Term B-3 Loans and the consummation of the transactions contemplated hereby, including from the application of the proceeds therefrom; (d) the Administrative Agent shall have received a certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, of each Credit Party the Borrower dated as of the Amendment No. 2 Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Amendment and the Tranche B-1 Term B-3 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) company agreement of such Credit Party the Borrower either (x) have has not been amended since December 2, 2013 the Closing Date or (y) are is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viib) and (viiic) belowabove; (ive) the Administrative Agent shall have received, on behalf of itself and the Term B-3 Lenders, on the Amendment No. 2 Effective Date, a favorable written opinion of Weil, Gotshal & Xxxxxx LLP, counsel for Holdings, the Borrower and each other Loan Party, (A) dated the Amendment No. 2 Effective Date, (B) addressed to the Administrative Agent and the Term B-3 Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to this Agreement as the Administrative Agent shall reasonably request; (f) to the extent requested by the Administrative Agent or any Lender not less than five (5) Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent or such Lender shall have received not less than three (3) days prior to the Amendment No. 2 Effective Date (x) all fees documentation and other information about the Borrower and the Guarantors as the Administrative Agent or such Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, and (y) a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; (g) the Administrative Agent shall have received a Committed Loan Notice executed by the Borrower with respect to the Term B-3 Loans to be incurred by the Borrower as of the Amendment No. 2 Effective Date; and (h) the Administrative Agent shall have received (or, in the case of clause (A) below, shall substantially simultaneously with the occurrence of the Amendment No. 2 Effective Date shall receive from the proceeds of the Term B-3 Loans made by the Additional Term B-3 Lender) from the Borrower funds sufficient to (A) repay the aggregate principal amount of all Initial Loans that are not converted to Term B-3 Loans and all Term B-2 Loans that are not converted to Term B-3 Loans, (B) pay all accrued and unpaid interest through but excluding the Amendment No. 2 Effective Date on the Initial Loans and the Term B-2 Loans, (C) pay all out-of-pocket expenses for which invoices have been presented at least three Business Days prior to the Amendment No. 2 Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.04 of the Existing Credit Agreement in connection with this Agreement shall have been paid or reimbursed Amendment, and (BD) pay all accrued interest and fees payable to any Lenders or any of their respective Affiliates in respect connection with the Amendment. For the avoidance of doubt, the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Amendment No. 2 Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereonis December 6, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loans2019.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Amendment No. 1 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit PartiesLoan Parties party hereto, the Administrative Agent, each Revolving Credit Lender Repricing Participating Lenders and the Required Fronting Bank, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment (which, in the case of the Participating Lenders, may be in the form of a Tranche B-1 Participation Notice); (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% certificates of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party Borrower dated as of the Amendment No. 1 Effective Date signed by an Authorized and Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Amendment and the Tranche B-1 Term Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viid) and (viiie) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vc) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, all fees and other amounts previously agreed to in form writing by the Lead Arranger and substance reasonably satisfactory the Borrower to be due on or prior to the Administrative AgentAmendment No. 1 Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment No. 1 Effective Date (or such later date as is reasonably agreed by the Borrower), the reasonable and documented out-of-pocket legal fees and expenses and the reasonable and documented out-of-pocket fees and expenses of any other advisors in accordance with the terms of the Credit Agreement; (vid) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents Section 4 of this Amendment 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 1 Effective Date (except where to the extent such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement they shall be true and correct in all material respects as of such earlier date); provided that, to the Effective Date; andextent that such representations and warranties are qualified by materiality, material adverse effect or other similar language, they shall be true and correct in all respects; (viiie) no Default or Event of Default shall exist on the Amendment No. 1 Effective Date before or after giving effect to the effectiveness hereof of this Amendment and the incurrence of the Tranche B-1 LoansTerm Loans or the applications of the proceeds therefrom; (f) at least 5 Business Days prior to the Amendment No. 1 Effective Date, the Borrower shall have delivered a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230; and (g) the Administrative Agent shall have received a certificate attesting to the Solvency of the Borrower and its Subsidiaries, dated as of the Amendment No. 1 Effective Date, from the Borrower’s chief financial officer substantially the form of Exhibit H to the Credit Agreement.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Amendment No. 7 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Required Lenders) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender Borrower and the Required Lenders, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart to this Agreement; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiib) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Amendment No. 7 Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to the Tranche B-1 Loansthis Agreement, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Amendment No. 6 Effective Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viic) and (viiid) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vc) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Borrower and the other Loan Parties contained in Article V of the Credit Agreement and in the any other Credit Documents Loan Document shall be (x) in the case of representations and warranties qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects on the Amendment No. 7 Effective Date and (y) in the case of all other representations and warranties, true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct respects, in all respects) with the same effect as though such representations and warranties had been made each case, on and as of the Amendment No. 7 Effective Date (Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language they shall be true and correct in all respects) on the basis set forth above as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiid) no Default or Event of Default shall exist on the Amendment No. 7 Effective Date before or after giving effect to the effectiveness hereof of this Agreement; (e) the Borrower shall have provided the documentation and other information to the Lenders required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the Patriot Act, in each case at least three (3) Business Days prior to Amendment No. 7 Effective Date, as has been requested to the Borrower in writing at least ten (10) business days prior to the Amendment No. 7 Effective Date; and (f) the Administrative Agent shall have received (i) a consent fee, for the account of each Lender party hereto that executes and delivers a counterpart of this Agreement prior to 5:00 p.m. (New York City time) on April 30, 2021 (to the extent such Lender is a Lender on the Amendment No. 7 Effective Date), in an amount equal to 0.05% of each such Lender’s Tranche B-6 Loans as of the Amendment No. 7 Effective Date and (ii) to the extent invoiced at least two (2) Business Days prior to the Amendment No. 7 Effective Date (or such later date as is reasonably agreed by the Borrower), legal fees and expenses and the incurrence fees and expenses of any other advisors in accordance with the terms of the Tranche B-1 LoansCredit Agreement. For purposes of determining compliance with the conditions specified in this Section 2, the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Administrative Agent or such Lender prior to the Amendment No. 7 Effective Date specifying its objection thereto.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 Business Day (the “Amendment No. 1 Effective Date”), ) on which each of the following conditions have been satisfied (or waivedwaived by the lead arranger and bookrunner noted on the cover page hereof (the “Lead Arranger”)) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit PartiesLoan Parties party hereto, the Administrative Agent, each Revolving Credit Lender Tranche B-1 Term Lenders and the Required Replacement Revolving Lenders, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiib) the Administrative Agent shall have received a certificate of each Credit Loan Party party hereto dated as of the Amendment No. 1 Effective Date signed and executed by an Authorized Officer of such Credit Party a secretary, assistant secretary or other senior officer (ias the case may be) thereof (A) certifying and attaching the resolutions or similar consents adopted by such Credit Loan Party approving or consenting to this Amendment and the Tranche B-1 Term Loans, (B) certifying that the certificate or articles Organizational Documents of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit each Loan Party party hereto either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit each Loan Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) belowparty hereto; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vc) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPall fees, expenses and other amounts previously agreed to in form writing by the Lead Arranger and substance reasonably satisfactory the Borrower to be due on or prior to the Administrative AgentAmendment No. 1 Effective Date (in the case of expenses, to the extent invoiced at least three Business Days prior to the Amendment No. 1 Effective Date (except as otherwise reasonably agreed by the Borrower)); (vid) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents Section 6 of this Amendment shall be true and correct in all material respects (except on and as of the Amendment No. 1 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality” or ”, “material adverse effectMaterial Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects) with the same effect as though respects on such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date)respective dates; (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiie) no Default or Event of Default shall exist on the Amendment No. 1 Effective Date before or after giving effect to would result from the effectiveness hereof and of the Replacement Revolving Commitments or the incurrence of the Tranche B-1 LoansTerm Loans and the Replacement Revolving Loans or the application of proceeds therefrom; (f) the Administrative Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date certifying as to the matters set forth in clauses (d) and (e) above; (g) the Administrative Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date in substantially the form of Exhibit I to the Credit Agreement from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower certifying as to the matters set forth therein; and (h) the Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent, the Collateral Agent, the Tranche B-1 Term Loan Lenders and the Replacement Revolving Lenders and dated as of the Amendment No. 1 Effective Date) from (i) Xxxx Xxxxxxxx LLP, counsel to the Loan Parties and (ii) Xxxxxxxx Xxxxxxx LLP, Georgia counsel to the Loan Parties.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Amendment No. 3 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Loan Parties party hereto and Consenting Revolving Credit PartiesLenders constituting the Required Class Lenders of the Revolving Credit Facility, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent, each Revolving Credit Lender and the Required LendersAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment; (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% certificates of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party Borrower dated as of the Amendment No. 3 Effective Date signed by an Authorized and Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to the Tranche B-1 Loansthis Amendment, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower or certifying that the incumbency certificate delivered to the Administrative Agent on June 18, 2020 remains effective and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viid) and (viiie) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vc) the Administrative Agent shall have received (i) for the account of each Consenting Revolving Credit Lender, a consent fee in an opinion amount equal to 0.15% of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, the Revolving Credit Commitments held by such Consenting Revolving Credit Lender and (ii) all other fees and amounts previously agreed to in form writing by the Lead Arranger and substance reasonably satisfactory the Borrower to be due on or prior to the Administrative AgentAmendment No. 3 Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment No. 3 Effective Date (or such later date as is reasonably agreed by the Borrower), the reasonable and documented out-of-pocket legal fees and expenses and the reasonable and documented out-of-pocket fees and expenses of any other advisors in accordance with the terms of the Credit Agreement; (vid) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents Section 4 of this Amendment 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 3 Effective Date (except where to the extent such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement they shall be true and correct in all material respects as of such earlier date); provided that, to the Effective Date; andextent that such representations and warranties are qualified by materiality, material adverse effect or other similar language, they shall be true and correct in all respects; (viiie) no Default or Event of Default shall exist on the Amendment No. 3 Effective Date before or after giving effect to the effectiveness hereof of this Amendment; and (f) the Borrower shall have redeemed all of its issued and the incurrence of the Tranche B-1 Loansoutstanding Series A Preferred Stock.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), on which each The obligation of the following conditions have been satisfied (or waived) Lenders to continue the Credit Facilities extended to the Borrowers under the Original Credit Agreement, as amended in accordance with the terms thereinof this Agreement, is subject to the fulfilment of the following conditions on the Effective Date, to the reasonable satisfaction of the Lenders: (ia) this Agreement the Confirmation shall have been executed and delivered to the Lenders and the Administration Agent by HoldingsXxxx & Xxxxxx Canada, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender Limited Partnership and the Required LendersLand Trustee; (b) all of the representations and warranties of Xxxx & Talbot Canada and the Limited Partnership contained in this Agreement are true and correct as of the Effective Date as though made on and as of such date, and each of Xxxx & Xxxxxx Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (c) no event has occurred and is continuing which constitutes a Default or an Event of Default, and each of Xxxx & Talbot Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (d) the Lenders shall have received copies: (i) certified by the Secretary or an Assistant Secretary of each of Xxxx & Xxxxxx Canada and the Land Trustee of any amendments to its charter documents effected since June 15, 2001, resolutions of its board of directors approving this Agreement and the Confirmation, and all documents evidencing any other necessary corporate action of it with respect to this Agreement and the Confirmation; (ii) certified by the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% Secretary or an Assistant Secretary of the aggregate outstanding principal amount General Partner of any amendments to the Limited Partnership Agreement or the Limited Partnership’s certificate of limited partnership effected since June 15, 2001, resolutions of the Existing Loansboard of directors of the General Partner approving this Agreement and the Confirmation, and all documents evidencing any other necessary action under the Limited Partnership Agreement with respect to this Agreement and the Confirmation; (iiie) the Administrative Agent Lenders shall have received a certificate of each Credit Party dated as of the Effective Date signed by Secretary or an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature Assistant Secretary of each officer executing of Xxxx & Talbot Canada, the General Partner and the Land Trustee certifying the names and true signatures of its officers authorized to sign this Agreement and the Confirmation and any related other documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) belowbe delivered by it hereunder; (ivf) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement Lenders shall have been paid received a recently-dated certificate of good standing or reimbursed like certificate of each of Xxxx & Xxxxxx Canada, the Limited Partnership, and (B) all accrued interest and fees in respect the Land Trustee issued by appropriate government officials of the Existing Loans outstanding immediately prior to effectiveness jurisdiction of this Agreement shall have been paidits incorporation; (vg) the Administrative Agent Lenders shall have received an opinion of Xxxxxxx Xxxxxxx counsel for Xxxx & Xxxxxxxx LLPTalbot Canada, the Limited Partnership and the Land Trustee addressed to the Lenders and counsel for the Lenders and in form and substance reasonably content satisfactory to the Administrative AgentLenders; (vih) both immediately all fees required to be paid by Xxxx & Xxxxxx Canada and the Limited Partnership pursuant to Sections 2.26 or 14.5 on or before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Datepaid; and (viiii) no Default the Lenders or Event the Administration Agent shall have received such other certificates and documentation as the Lenders or the Administration Agent may reasonably request. If all of Default shall exist the conditions set forth above have not been satisfied by the Borrowers or waived by the Lenders on or before the Effective Date before Date, the obligations of the Lenders to make any Advance or after giving effect any other Accommodation and all other obligations of the Lenders hereunder shall, at the option of the Lenders, terminate without prejudice to any rights or remedies available to the effectiveness hereof and the incurrence of the Tranche B-1 LoansLender under this Agreement or otherwise.

Effective Date Conditions. This The effectiveness of the amendment and restatement of the Original Credit Agreement will become effective on in the first date on or after March 24, 2014 (form of this Agreement is subject to the “Effective Date”), on which each satisfaction of the following conditions have been satisfied (or waived) in accordance with the terms thereinprecedent: (ia) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the The Administrative Agent’s receipt of the following, each Revolving Credit Lender and the Required Lenders; of which shall be originals, or electronic copies or facsimiles followed promptly by originals (ii) the Administrative Agent shall have received fully unless otherwise specified), each properly executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% by a Responsible Officer of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit signing Loan Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (viapplicable), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of (x) the Amendment Agreement and (y) the Subsidiary Guaranty executed by Subsidiary Guarantors that satisfy the requirements set forth in Section 6.12, but determined with respect to the financial statements referred to in Section 5.05(a)(ii), in the case (but in any event each of the Subsidiary Guarantors that is party to the Subsidiary Guaranty immediately prior to the Effective Date); (ii) a Note executed by the Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Effective Date; (iii) executed counterparts of the Security Agreement together with the following: (A) to the extent not already in the possession of the Administrative Agent prior to the Effective Date, certificates representing any certificated Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank; (B) a completed Perfection Certificate, substantially in the form of Exhibit I, dated the Effective Date and executed by a Responsible Officer of each Loan Party (or such other form as may be reasonably acceptable to the Administrative Agent); (C) copies of all necessary searches with respect to the Collateral, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may reasonably deem necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement; (D) evidence reasonably satisfactory to the Administrative Agent that the Liens (if any) indicated on a lien search with respect to each Loan Party in the jurisdiction where such Loan Party is located (within the meaning of Section 9-307 of the Uniform Commercial Code as in effect in the State of New York) or any other relevant jurisdiction are either discharged or permitted by Section 7.01; and (E) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (iv) if applicable, the Intellectual Property Security Agreement, duly executed by each Loan Party not already party to an Intellectual Property Security Agreement, together with evidence that all action that the Administrative Agent in its reasonable judgment may reasonably deem necessary in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement, the Amendment Agreement and the other Loan Documents to which such Loan Party is a party; (vi) both immediately before such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (vii) opinions of Xxxxx & XxXxxxx, LLC (and any other relevant counsel to the Loan Parties), providing legal opinions substantially similar to those set forth on Exhibit J (with standard exceptions and qualifications reasonably acceptable to the Administrative Agent) and in each case, addressed to each Agent and each Lender; (viii) a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in Section 4.02(a) and Section 4.02(b); (ix) a certificate attesting to the Solvency of the Loan Parties and the Restricted Subsidiaries (taken as a whole) after giving effect to the Effective Date and Transaction, from the incurrence and/or exchange chief financial officer of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date)Borrower; (viix) evidence that all insurance required to be maintained pursuant to the representations Loan Documents has been obtained and warranties is in Section 5 effect and that the Administrative Agent has been named as loss payee or additional insured, as appropriate, under each insurance policy with respect to casualty and liability insurance as to which the Administrative Agent shall have requested to be so named; and (xi) a Committed Loan Notice or Letter of this Agreement shall be true and correct in all material respects Credit Application, as of applicable, relating to the Credit Extension to occur on the Effective Date; and provided, for the avoidance of doubt, that no Letter of Credit Application shall be required for the Letters of Credit (viiias defined in the Original Credit Agreement) no Default or Event of Default shall exist outstanding on the Effective Date before Date. (b) All fees and indemnified expenses required to be paid by (or after giving effect on behalf of) the Borrower to the effectiveness hereof Agents (including the fees and expenses of counsel for the Administrative Agent and the incurrence Joint Lead Arrangers) and the Lenders on or before the Effective Date shall have been paid in full in cash. (c) All governmental and third party consents and approvals necessary in connection with the Loan Documents and the transactions contemplated thereby (including the granting of the Tranche B-1 LoansLiens on the Collateral) shall have been obtained. (d) There shall not have occurred between December 31, 2010 and the Effective Date any Material Adverse Effect. (e) The Administrative Agent and the Lenders shall have received the Effective Date Forecast.

Effective Date Conditions. (a) This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Loan Parties, the Administrative Agent, each Revolving Credit the Issuing Lender, the Swingline Lender and the Required Extending Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 LoansRevolving Commitment Increase, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have has not been amended since December 2, 2013 the Closing Date or (y) are is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (viv), (viivi) and (viiivii) below; (iviii) the Administrative Agent shall have received (Ax) all fees and out-of-pocket expenses for which invoices have been presented prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.5 of the Credit Agreement in connection with this Agreement shall have been paid or reimbursed and (By) all accrued interest fees required to be paid by the Borrower on the Effective Date pursuant the engagement and fees in respect fee letter dated as of November 15, 2017, by and among Barclays Bank PLC and the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paidBorrower; (viv) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (viv) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange each of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Loan Party contained in the Credit Agreement and in the other Credit Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified on as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with of the same effect Effective Date as though such representations and warranties had been if made on and as of the Effective Date such date (except where such other than representations and warranties expressly relate to an earlier which speak only as of a certain date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of made only on such earlier date); (viivi) the representations and warranties in Section 5 6 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiivii) no Default or Event of Default shall exist on the Effective Date immediately before or and after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loanshereof.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Amendment No. 2 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (a) the Administrative Agent (or its counsel) shall have received from each of the Borrower and the Participating Lenders, either (i) a counterpart of this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative AgentAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart to this Agreement (which, each Revolving Credit Lender and in the Required case of the Participating Lenders, may be in the form of a Tranche B-2 Participation Notice); (iib) the Administrative Agent shall have received an executed Notice of Borrowing in accordance with the terms hereof and Section 2.02 of the Credit Agreement; (c) the Administrative Agent shall have received fully executed and delivered Tranche B-1 B-2 Participation Notices from Participating Lenders and the Fronting Bank representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiid) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Amendment No. 2 Effective Date signed by an Authorized Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 B-2 Term Loans, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viig) and (viiih) below; (ive) (Ai) the Administrative Agent shall have received all fees and out-of-pocket expenses required other amounts previously agreed to in writing by the Lead Arranger and the Borrower to be paid due on or reimbursed prior to the Amendment No. 2 Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 2 Effective Date (or such later date as is reasonably agreed by the Borrower Borrower), including legal fees and expenses and the fees and expenses of any other advisors in connection accordance with this the terms of the Credit Agreement shall have been paid or reimbursed and (Bii) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vf) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Borrower and the other Loan Parties contained in Article V of the Credit Agreement and in the any other Credit Documents Loan Document shall be (x) in the case of representations and warranties qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects on the Amendment No. 2 Effective Date and (y) in the case of all other representations and warranties, true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct respects, in all respects) with the same effect as though such representations and warranties had been made each case, on and as of the Amendment No. 2 Effective Date (Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language they shall be true and correct in all respects) on the basis set forth above as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiig) no Default or Event of Default shall exist on the Amendment No. 2 Effective Date before or after giving effect to the effectiveness hereof of this Agreement and the incurrence of the Tranche B-1 B-2 Term Loans; (h) the Administrative Agent shall have shall have received a solvency certificate executed by a Financial Officer of the Borrower, substantially in the form of Exhibit K to the Credit Agreement, dated and certifying as to solvency as of the Amendment No. 2 Effective Date; and (i) the Loan Parties shall have provided the documentation and other information to the Lenders required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the Patriot Act, in each case at least three (3) Business Days prior to the Amendment No. 2 Effective Date, as has been requested to the Borrower in writing reasonably prior to the Amendment No. 2 Effective Date.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Fifth Amendment Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (a) The Administrative Agent (or its counsel) shall have received from (i) this Agreement shall have been executed each of the Borrower and delivered by Holdings, the Borrower, the other Credit PartiesLoan Parties party hereto, the Administrative Agent, each Revolving Credit Lender a counterpart of this Amendment signed on behalf of such party and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders each Replacement Revolving Lender, a counterpart of this Amendment signed on behalf of such party representing an aggregate of 100% of the aggregate outstanding principal amount of the Existing Loans2024 Replacement Revolving Credit Commitments; (iiib) the Administrative Agent shall have received a certificate of each Credit Loan Party dated as of the Fifth Amendment Effective Date signed by an Authorized a Responsible Officer of each such Credit Loan Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit each Loan Party approving or consenting to the Tranche B-1 Loansthis Amendment, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit each Loan Party either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit each Loan Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viid) and (viiie) below; (ivc) (A) the Lead Arranger shall have received all fees and out-of-pocket expenses required other amounts previously agreed to in writing by the Lead Arranger and the Borrower to be paid due on or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPFifth Amendment Effective Date, in form and substance reasonably satisfactory including, to the Administrative Agent; (vi) both immediately before and after giving effect extent invoiced at least three Business Days prior to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (except where or such representations later date as is reasonably agreed by the Borrower), including legal fees and warranties expressly relate to an earlier date, expenses and the fees and expenses of any other advisors in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as accordance with the terms of such earlier date);the Credit Agreement; 3 (viid) the representations and warranties in Section 5 6 of this Agreement Amendment shall be true and correct in all material respects as of the Fifth Amendment Effective Date; andprovided that, to the extent such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided, further, that any such representations or warranties that are qualified by materiality, Material Adverse Effect, or similar construct, shall be true and correct in all respects; (viiie) no Default or Event of Default shall exist on the Fifth Amendment Effective Date before or after giving effect to the effectiveness hereof of this Amendment; (f) the Administrative Agent shall have received a solvency certificate executed by the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower; (g) the Lead Arranger shall have received for the ratable benefit of each Replacement Revolving Lender as of the Fifth Amendment Effective Date, an upfront fee in an amount equal to 0.2625% of the aggregate principal amount of the commitments in respect of the Replacement Revolving Credit Commitments made available to the Borrower by such Replacement Revolving Lender on the Fifth Amendment Effective Date, which fee shall be allocated among the Replacement Revolving Lenders based on their respective percentage shares of such aggregate amount of such commitments; (h) the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and to the Replacement Revolving Lenders and dated the Fifth Amendment Effective Date) of (i) Xxxxxxx Xxxx & Xxxxxxxxx LLP, in its capacity as special counsel for certain of the Loan Parties and (ii) Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, in its capacity as special North Carolina counsel for certain of the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the incurrence of Lead Arranger; and (x) All Swingline Loans (and any accrued and unpaid interest or fees thereon or with respect to the Tranche B-1 LoansSwingline Loan Commitments), if any, shall have been repaid to the Administrative Agent (or its designee) in full and (y) All Initial Revolving Loans (and any accrued and unpaid interest or fees thereon or with respect to the Initial Revolving Credit Commitments), if any, shall have been repaid to the Administrative Agent (or its designee) in full.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waivedthe “Effective Date Conditions”) in accordance with the terms thereinis satisfied: (ia) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the The Administrative Agent shall have received fully executed from the Borrower and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% each New Revolving Loan Lender a counterpart of the aggregate outstanding principal amount this Agreement signed on behalf of the Existing Loanssuch party; (b) The Administrative Agent and each Incremental Revolving Loan Lender shall have received the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Borrower. The Borrower and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (c) The Borrower shall have paid all fees, reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent) of the Administrative Agent for which invoices have been presented prior to the Effective Date; (d) The Administrative Agent (or its counsel) shall have received a certificate of the Borrower, dated as of the Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of the Borrower and attaching the documents referred to in clause (e) below. (e) The Administrative Agent shall have received, or an Authorized Officer of the Borrower shall certify that the applicable document previously provided to the Administrative Agent by the Borrower has not been amended since the date shown on the previously delivered applicable document, (i) a copy of the resolutions of the equity holders, board of directors or other managers (or a duly authorized committee thereof), as applicable, of the Borrower authorizing (a) the execution, delivery, and performance of this Agreement (and any agreements relating thereto) and (b) the extensions of credit contemplated hereunder, (ii) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of the Borrower, (iii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of the Borrower executing the Credit Documents to which it is a party and (iv) good standing certificates from the Governmental Authorities of the jurisdictions of organization of the Borrower dated the Effective Date or a recent date prior thereto; (f) The Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) Borrower certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereonIncremental Revolving Credit Commitments, all representations the Borrower has not incurred Indebtedness pursuant to Section 2.14 and warranties made by each Credit Party contained in Section 10.1(x) of the Credit Agreement and in excess of the other Credit Documents shall be true and correct Maximum Incremental Facilities Amount, calculated in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) accordance with the same effect as though such representations and warranties had been made on and as terms of the Credit Agreement; (g) Each New Revolving Loan Lender shall have received prior to the Effective Date (except where such representations documentation and warranties expressly relate to an earlier date, in which case such representations other information about the Borrower and warranties the Guarantors as shall have been true reasonably requested in writing by such Lender and correct in all material respects (except that any representation as required by U.S. regulatory authorities under applicable “know your customer” and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true anti-money laundering rules and correct in all respects) as of such earlier date)regulations, including, without limitation, the Patriot Act; (viih) If the representations Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and warranties each New Revolving Loan Lender has provided its electronic delivery requirements, each such Lender requesting a certification regarding beneficial ownership in Section 5 of this Agreement relation to the Borrower as required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) shall be true and correct in all material respects as of have received prior to the Effective Date, the Beneficial Ownership Certification in relation to the Borrower; and (viiii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof The Borrower Certifications are true and the incurrence of the Tranche B-1 Loanscorrect.

Effective Date Conditions. (a) This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Loan Parties, the Administrative Agent, each Revolving Credit the Issuing Lender, the Swingline Lender and the Required LendersLender; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 LoansRevolving Commitment Increase, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have has not been amended since December 2, 2013 the Closing Date or (y) are is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (viv), (viivi) and (viiivii) below; (iviii) (A) all fees and out-of-pocket expenses for which invoices have been presented prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.5 of the Credit Agreement in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and unpaid interest, fees or other amounts then due and payable in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement Agreement, to the extent not otherwise waived, shall have been paid; (viv) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (viv) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange each of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Loan Party contained in the Credit Agreement and in the other Credit Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified on as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with as of the same effect Effective Date as though such representations and warranties had been if made on and as of the Effective Date such date (except where such other than representations and warranties expressly relate to an earlier which speak only as of a certain date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of made only on such earlier date); (viivi) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiivii) no Default or Event of Default shall exist on the Effective Date immediately before or and after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loanshereof.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Amendment No. 1 Effective Date”), ) on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit PartiesLoan Parties party hereto, the Administrative Agent, each Revolving Credit Lender Repricing Participating Lenders and the Required LendersFronting Bank, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiib) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Amendment No. 1 Effective Date signed and executed by an Authorized Officer of such Credit Party a secretary, assistant secretary or other senior officer (ias the case may be) thereof (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Amendment and the Tranche B-1 Term Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Effective Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vc) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, all fees and other amounts previously agreed to in form writing by the Lead Arranger and substance reasonably satisfactory the Borrower to be due on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment No. 1 Effective Date (or such later date as is reasonably agreed by the Borrower), the reasonable and documented out-of-pocket legal fees and expenses of the Administrative AgentAgent and the Lead Arranger in connection with this Amendment in accordance with the terms of the Credit Agreement; (vid) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents Section 4 of this Amendment 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 1 Effective Date Date; provided that, (except where A) in the case of any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as which expressly relates to “materiality” a given date or “material adverse effect” or similar language shall be true period, such representation and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement warranty shall be true and correct in all material respects as of the Effective Date; andrespective date or for the respective period, as the case may be and (B) if any such representation and warranty is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification such representation and warranty shall be true and correct in all respects; (viiie) no Default or Event of Default shall exist on the Amendment No. 1 Effective Date immediately before or immediately after giving effect to the effectiveness hereof of this Amendment and the incurrence of the Tranche B-1 Term Loans; (f) the Administrative Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date certifying as to the matters set forth in clauses (d) and (e) above; (g) the Administrative Agent shall have received a certificate dated as of the Amendment No. 1 Effective Date in substantially the form of Exhibit I to the Credit Agreement from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower certifying as to the matters set forth therein; and (h) the Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Tranche B-1 Term Loan Lenders and dated as of the Amendment No. 1 Effective Date) of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Loan Parties.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Amendment No. 4 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (a) the Administrative Agent (or its counsel) shall have received from each of the Borrower and the Participating Lenders, either (i) a counterpart of this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative AgentAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart to this Agreement (which, each Revolving Credit Lender and in the Required case of the Participating Lenders, may be in the form of a Tranche B-4 Participation Notice); (iib) the Administrative Agent shall have received an executed Notice of Borrowing in accordance with the terms hereof and Section 2.02 of the Credit Agreement; (c) the Administrative Agent shall have received fully executed and delivered Tranche B-1 B-4 Participation Notices from Participating Lenders and the Fronting Bank representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiid) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Amendment No. 4 Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 B-4 Term Loans, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viif) and (viiig) below; (ivi) (A) the Administrative Agent shall have received all fees and out-of-pocket expenses required other amounts previously agreed to in writing by the Lead Arranger and the Borrower to be paid due on or reimbursed prior to the Amendment No. 4 Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Amendment No. 4 Effective Date (or such later date as is reasonably agreed by the Borrower Borrower), including legal fees and expenses and the fees and expenses of any other advisors in connection accordance with this the terms of the Credit Agreement shall have been paid or reimbursed and (Bii) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vf) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Borrower and the other Loan Parties contained in Article V of the Credit Agreement and in the any other Credit Documents Loan Document shall be (x) in the case of representations and warranties qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects on the Amendment No. 4 Effective Date and (y) in the case of all other representations and warranties, true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct respects, in all respects) with the same effect as though such representations and warranties had been made each case, on and as of the Amendment No. 4 Effective Date (Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language they shall be true and correct in all respects) on the basis set forth above as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiig) no Default or Event of Default shall exist on the Amendment No. 4 Effective Date before or after giving effect to the effectiveness hereof of this Agreement and the incurrence of the Tranche B-1 B-4 Term Loans.; (h) the Administrative Agent shall have received a solvency certificate executed by a Financial Officer of the Borrower, substantially in the form of Exhibit K to the Credit Agreement, dated and certifying as to solvency as of the Amendment No. 4 Effective Date; and (i) the Loan Parties shall have provided the documentation and other information to the Lenders required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the Patriot Act, in each case at least three (3) Business Days prior to the Amendment No. 4 Effective Date, as has been requested to the Borrower in writing reasonably prior to the Amendment No. 4

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Loan Parties, the Administrative Agent, each Revolving Credit Lender Agent and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 LoansRevolving Commitment Increase, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, (C) certifying that the certificate of good standing of the Borrower as of a recent date is attached as an exhibit to such certificate and (CD) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viiv) and (viiivi) below; (iviii) (A) all fees and out-of-pocket expenses for which invoices have been presented at least three Business Days prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.04 of the Credit Agreement in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and unpaid interest, fees or other amounts then due and payable in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement Agreement, to the extent not otherwise waived, shall have been paid; (viv) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx Wxxxxxx Xxxx & Xxxxxxxx Gxxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (viv) all representations and warranties made by each Loan Party contained in the Credit Agreement and in the other Loan Documents shall be (i) in the case of representations and warranties qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, in each case, both immediately before and after giving effect to the Effective Date and Date, except to the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except extent that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language they shall be true and correct in all respects) on the basis set forth above as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiivi) no Default or Event of Default shall exist on the Effective Date exists or would result, both immediately before or and after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 LoansEffective Date.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waivedthe “Effective Date Conditions”) in accordance with the terms thereinis satisfied: a. The Administrative Agent shall have received from the Borrower, each Guarantor, each New Term Loan Lender and each Revolving Credit Lender a counterpart of this Agreement signed on behalf of such party; b. The Administrative Agent, each New Term Loan Lender and each Revolving Credit Lender shall have received the executed legal opinion of (i) this Agreement shall have been executed Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Credit Parties and delivered by Holdings(ii) Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, special Georgia counsel to the Credit Parties. The Borrower, the other Credit PartiesParties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions; c. The Borrower shall have paid all fees, reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Lead Arrangers and the Administrative Agent, each Revolving Credit Lender ) of the Lead Arrangers and the Required Lenders;Administrative Agent for which invoices have been presented prior to the Effective Date; 8 (ii) the d. The Administrative Agent shall have received fully executed good standing certificates (to the extent such concept exists) from the applicable governmental authority (or confirmation from such governmental authority) of each Credit Party’s jurisdiction of incorporation, organization or formation and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% (I) (A) a certificate of the aggregate outstanding principal amount Credit Parties, dated the Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, of each Credit Party, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the Existing Loans; (iii) resolutions, in form and substance satisfactory to the Administrative Agent shall have received a certificate Agent, of the board of directors or other managers of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (or a duly authorized committee thereof) authorizing (i) (A) certifying the execution, delivery and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature performance of each officer executing this Agreement and any related documents on behalf of such Credit Party Document to which it is a party and (ii) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of each Credit Party and (z) signature and incumbency certificates of the Authorized Officers of each Credit Party executing the Credit Documents to which it is a party or (II) a certificate of Holdings on behalf of each Credit Party, dated the Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the matters set forth in documents delivered on the Closing Date pursuant to Sections 6.5(x) and 6.6 of the Credit Agreement, with such certificates pursuant to clauses (vi), (viiI) and (viiiII) belowabove also certifying that after giving effect to the incurrence of the New Term Loans and the use of proceeds therefrom, the Borrower has not incurred Indebtedness pursuant to Section 2.14 of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the e. The Administrative Agent shall have received an opinion a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPthe Borrower to the effect that after giving effect to the transactions contemplated by this Agreement, Holdings on a consolidated basis with its Restricted Subsidiaries is Solvent; f. The Borrower shall have delivered to the Administrative Agent a Notice of Borrowing in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect g. The Borrower shall have delivered a prepayment notice in respect to the Effective Date prepayment of Existing Term Loans in form and substance reasonably satisfactory to the incurrence and/or exchange Administrative Agent; h. The Administrative Agent shall have received payment of the Tranche B-1 aggregate principal amount of all Existing Term Loans thereon, all representations and warranties made by each Credit Party contained in outstanding under the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before plus all accrued and unpaid interest and other amounts thereon; i. The Borrower and Guarantor Certifications are true and correct; and j. Each New Term Loan Lender (including each Rollover Lender) shall have received an upfront fee equal to 0.25 % of the aggregate principal amount of New Term Loans funded (or after giving effect cashlessly rolled) by such New Term Loan Lender on the Effective Date. The Administrative Agent may net such upfront fees against the proceeds of the New Term Loans to the effectiveness hereof and the incurrence of the Tranche B-1 LoansBorrower.

Effective Date Conditions. This Agreement will The obligation of the Lender to make the Term Loan on the Effective Date pursuant to Sections 2.01(a) and 2.01(b) shall become effective on the first date on or after March 24, 2014 (the “Effective Date”), on which each all of the following conditions precedent shall have been satisfied to the satisfaction of the Lender: (a) The Lender’s receipt of the following, each of which shall be originals, facsimiles or waivedin ‘PDF’ format by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in accordance with the terms thereincase of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Lender: (i) this Agreement shall have been duly executed and delivered completed counterparts hereof (in the form provided and specified by Holdingsthe Lender) that, when taken together, bear the signatures of (1) the Borrower, (2) each Guarantor, and (3) the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required LendersLender; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% Each of the aggregate outstanding principal amount following: (A) to the extent consisting of shares of stock or other certificated securities, certificates representing the Pledged Equity accompanied by undated stock powers executed in blank; (B) evidence (1) of the Existing Loans;insurance required by the terms of this Agreement and the other Loan Documents and (2) that the Lender has been named as additional insured and/or loss payee thereunder to the extent required under Section 6.07; and (C) completed requests for information, dated on or before the Effective Date, listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements. (iii) the Administrative Agent shall have received a certificate such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Loan Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying Lender may reasonably require evidencing the identity, authority and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature capacity of each officer executing Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and any related documents on behalf of the other Loan Documents to which such Credit Loan Party and (ii) in the case of the Borrower, certifying as is a party or is to the matters set forth in clauses (vi), (vii) and (viii) belowbe a party; (iv) (A) all fees such documents and out-of-pocket expenses required certifications as the Lender may reasonably require to be paid evidence that each Loan Party is duly organized or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed formed, and (B) all accrued interest and fees in respect that each of the Existing Loans outstanding immediately prior to effectiveness Loan Parties is validly existing and in good standing in its jurisdiction of this Agreement shall have been paidorganization; (v) the Administrative Agent shall have received an a favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPAxxxx Xxxxx, Esq., counsel to the Loan Parties, addressed to the Lender, in form and substance reasonably satisfactory to the Administrative AgentLender; (vi) both immediately before and after giving effect a favorable opinion of Daugherty, Fowler, Peregrin, Hxxxxx & Jxxxxx, special aviation counsel to the Effective Date Lender with regard to, among other things, (A) the granting of a security interest and perfection of the security interest in Engines owned by the Loan Parties in favor of the Lender and (B) the absence of Liens (other than Liens granted in connection with this Agreement) on engines and aircraft spare parts on which the Lender is entitled to have a Lien, in each case, in form and substance satisfactory to the Lender; (vii) a certificate of a Responsible Officer of each Loan Party either (A) listing all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the incurrence and/or exchange validity against such Loan Party of the Tranche B-1 Loans thereonLoan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) aircraft and engine mortgage and security agreements, in substantially the form attached hereto as Exhibit C, duly executed by each Loan Party that owns any Airframes or Engines (and in respect of all such Airframes and Engines) as of the Effective Date, except as provided by Section 6.18; (ix) Spare Parts Security Agreement, in substantially the form attached hereto as Exhibit B, duly executed by each Loan Party that owns any Spare Parts as of the Effective Date; (x) a copy of the Pledge Agreement duly executed by each party thereto; (xi) a copy of each Bank Control Agreement; (xii) a copy of the Administrative Services Agreement duly executed by each party thereto; (xiii) a copy of the Airline Services Agreement duly executed by each party thereto; (xiv) a copy of a Subordination Agreement duly executed by (x) Wxxxxxx X. Xxxxx and Yxxx X. Xxxxx and (y) Wxxxxxx X. Xxxxx, Xx., respectively; (xv) evidence that all registrations requested by the Lender in accordance with the Cape Town Convention have been made and are (or will be) effective pursuant to the terms of the Cape Town Convention; (xvi) evidence that (x) all FAA filings for Airframes, Engines and Pledged Spare Parts requested by the Lender have been made and are (or will be) effective to perfect the Lender’s security interest in such Airframes, Engines and Pledged Spare Parts, as applicable, and (y) all FAA filings for Airframes and Engines leased by the Borrower have been made; (xvii) financing statements, in proper form for filing under the Uniform Commercial Code of all jurisdictions that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created hereunder, covering the Collateral described in Article X; (xviii) certified true copies of the plans, timeline, drawings, invoices, merchant contracts and the building contract with respect to the Hangar Property; (xix) copies of all written communications received by any Loan Party from any taxing authority in respect of the failure to file any tax returns as listed in Schedule 5.11; (xx) a copy of an employment agreement between the Borrower and Wxxxxxx X. Xxxxx, Xx. in form and substance satisfactory to the Lender; (b) The representations and warranties made by of the Borrower and each Credit other Loan Party contained in the Credit Agreement Article V and each other Loan Document, and which are contained in the other Credit Documents any document furnished at any time under or in connection herewith or therewith, 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement they shall be true and correct in all material respects as of the Effective Date; andsuch earlier date; (viiic) no Default or Event of No Default shall exist on or would result from the Effective Date before making of the Term Loan pursuant to Section 2.01: (d) No material work disruptions or after giving effect stoppages by employees of any of the Loan Parties shall have occurred and be continuing. (e) Wxxxxxx X. Xxxxx, Xx. shall have converted his outstanding personal loans to the effectiveness hereof Borrower into equity in the Borrower and has provided evidence satisfactory to the incurrence Lender of such conversion. (f) The Lxxx Letter has been executed and delivered to the Tranche B-1 LoansLender.

Effective Date Conditions. This Agreement will Each of (i) the amendments set forth in Section 1 hereof, (ii) the obligations of each Term A-5 Lender to make Term A-5 Loans and (iii) the obligations of each Term B-4 Lender to make Term B-4 Loans shall each become effective on the first date on or after March 24, 2014 (the “Third Amendment Effective Date”), which shall be September 19, 2019) on which each of the following conditions (and only the following conditions) shall have been satisfied (or waived): (a) the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals after the Third Amendment Effective Date) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in accordance with form and substance reasonably satisfactory to the terms thereinAdministrative Agent: (iA) executed counterparts of this Amendment; (B) with respect to Tribune and each of its Subsidiaries that are required to become Loan Parties (as defined in the Amended Credit Agreement) pursuant to the terms of the Loan Documents (the “Acquired Tribune Loan Parties”), executed counterparts of the joinders by the Tribune Acquired Loan Parties to the Intercreditor Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Among Group Lenders; (iiC) each Security Document set forth on Schedule A hereto required to be executed on the Third Amendment Effective Date as indicated on such Schedule, duly executed by each applicable Acquired Tribune Loan Party party thereto, together with (except as provided in such Security Documents): (1) certificates, if any, representing the pledged equity referred to therein accompanied by undated stock powers executed in blank and (if applicable) instruments evidencing the pledged debt referred to therein endorsed in blank; (2) evidence that all other actions, recordings and filings that the Administrative Agent or Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement with respect to the Acquired Tribune Loan Parties shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent; and (3) evidence that all insurance required to be maintained by the Acquired Tribune Loan Parties pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each United States insurance policy with respect to such insurance as to which the Administrative Agent shall have received fully requested to be so named; provided that if the requirements hereof (other than (a) the execution of each Security Document set forth on Schedule A hereto required to be executed on the Third Amendment Effective Date as indicated on such schedule by each applicable Acquired Tribune Loan Party party thereto, (b) the pledge and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% perfection of security interests in the Equity Interests of (i) Tribune and (ii) each direct Wholly-Owned Subsidiary of Tribune that is organized in the United States and constitutes a Material Subsidiary and (c) delivery of Uniform Commercial Code financing statements with respect to perfection of security interests in the assets of the aggregate outstanding principal amount Acquired Tribune Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code) are not satisfied as of the Existing LoansThird Amendment Effective Date after the Borrower’s use of commercially reasonable efforts without undue burden or expense to do so, the satisfaction of such requirements shall not be a condition to the occurrence of the Third Amendment Effective Date (but shall be required to be satisfied as promptly as practicable after the Third Amendment Effective Date and in any event within the period specified therefor on Schedule A hereto); (iiiD) a copy of the Administrative Agent shall have received Organization Documents, including all amendments thereto, of the Loan Parties, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Law (where relevant) of the Loan Parties as of a recent date from the Third Amendment Effective Date, from such Secretary of State, similar Governmental Authority or other competent authority and (ii) a certificate of each Credit Party dated as the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties dated the Third Amendment Effective Date signed by an Authorized Officer of such Credit Party and certifying (iwhere relevant) (A) certifying that attached thereto is a true and attaching complete copy of the resolutions or similar consents adopted by such Credit Party approving or consenting to Organization Documents of the Tranche B-1 LoansLoan Parties as in effect on the Third Amendment Effective Date, (B) certifying that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Loan Parties authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles Organization Documents of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) the Loan Parties have not been amended since December 2, 2013 or (y) are attached as an exhibit to the date of the last amendment shown on such certificate, certificate and (CD) certifying as to (if applicable) the incumbency and specimen signature of each officer executing this Agreement and any related documents Loan Document on behalf of such Credit Party the Loan Parties and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (ii) above; (i) a customary opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) in the case a customary opinion of the BorrowerXxxxx Xxxx, certifying as to the matters set forth in clauses (vi)LLP, (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by special FCC counsel for the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent; (viF) both immediately before and after giving effect a certificate signed by a Responsible Officer of Nexstar Media certifying that, to the knowledge of Nexstar Media, the conditions set forth in Sections 3(e) and (f) are satisfied; and (G) a solvency certificate signed by the chief financial officer of Nexstar Media, dated the Third Amendment Effective Date, in substantially the same form delivered on the Closing Date, with proper modifications to reference the consummation of the Tribune Transactions. (b) the Administrative Agent and the Amendment No. 3 Lead Arrangers shall have received at least three (3) Business Days prior to the Third Amendment Effective Date all documentation and other information about the incurrence and/or exchange Acquired Tribune Loan Parties as has been reasonably requested in writing at least ten (10) Business Days prior to the Third Amendment Effective Date by the Administrative Agent or the Amendment No. 3 Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation, the Act; (c) the Tribune Acquisition shall have been consummated, or substantially simultaneously with the borrowings of Term A-5 Loans and Term B-4 Loans, shall be consummated, in all material respects in accordance with the terms of the Tranche B-1 Tribune Merger Agreement; (d) the Tribune Refinancing shall have consummated, or substantially simultaneously with the borrowings of Term A-5 Loans thereonand Term B-4 Loans shall be consummated; (e) since November 30, all representations and warranties made by each Credit Party contained 2018, there shall not have been any effect, change, condition, state of fact, development, occurrence or event that, individually or in the Credit Agreement and aggregate, that has had or would be reasonably likely to have a Company Material Adverse Effect (as defined in the other Credit Documents Tribune Merger Agreement); (f) (i) the Specified Acquisition Agreement Representations 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date and (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (viiii) the representations and warranties in Section 5 of this Agreement Specified Representations shall be true and correct in all material respects on and as of the Third Amendment Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect provided that, in each case, to the effectiveness hereof extent that such representations and the incurrence of the Tranche B-1 Loans.warranties specifically refer to an earlier

Effective Date Conditions. This Agreement will Each of (i) the amendments set forth in Section 1 hereof and (ii) the obligations of the Term B-4 Lender to make Term B-4 Loans shall each become effective on the first date on or after March 24, 2014 (the “Fifth Amendment Effective Date”), which shall be June 3, 2021) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (ia) this Agreement Amendment shall have been executed and delivered by Holdings, (i) the Borrower, Borrower and each of the other Credit Parties, the Administrative Agent, each Revolving Credit Lender Loan Parties and the Required Lenders; Mission Equity Holders, (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Term B-4 Lender; (b) delivery to the Administrative Agent shall have received a certificate of each Credit Party dated as of the Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loansa customary opinion of Xxxxxxxx & Xxxxx LLP, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by counsel for the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, dated as of the Fifth Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent and the Term B-4 Lender, (B) (x) a Loan Notice with respect to the Term B-4 Loans and (y) such Loan Notices and prepayment notices as are required pursuant to Section 2.01(c) of the Existing Credit Agreement in connection with the reallocation of Revolving Credit Commitments described in Section 3(f) hereof, (C) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties substantially similar to that which was delivered on the Closing Date with respect to (w) Organization Documents, (x) resolutions, (y) incumbency and (z) good standing and (D) a certificate signed by a Responsible Officer of the Borrower certifying that, to the knowledge of the Borrower, the conditions set forth in Sections 3(d) and (e) hereof have been satisfied; (vic) both the Administrative Agent and the Amendment No. 4 Lead Arrangers (as defined in Exhibit A hereto) shall have received, in immediately before available funds, (i) such fees as separately agreed between the Borrower and after giving effect the Amendment No. 4 Lead Arrangers prior to the Fifth Amendment Effective Date and (ii) the incurrence and/or exchange payment or reimbursement of all fees, reasonable out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel for the Administrative Agent and the Amendment No. 4 Lead Arrangers), compensation and other amounts then due and required to be paid in connection with this Amendment, in the case of out-of-pocket expenses, to the extent invoiced at least three (3) Business Days prior to the Fifth Amendment Effective Date; (d) each of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party of the Loan Parties contained in the Credit Agreement and in the other Credit Documents Section 4 hereof shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects respects, on and as of the Fifth Amendment Effective Date (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with respects as of a specified date if earlier, or in the same effect as though case of such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate which are not otherwise subject to an earlier datea materiality qualification in accordance with its terms, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (viie) the representations immediately prior to and warranties in Section 5 of immediately after giving effect to this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) Amendment, no Default or Event of Default shall exist on have occurred and be continuing; and (f) the Borrower shall have, immediately after the making of the Term B-4 Loans by the Term B-4 Lender, (i) repaid (or caused to be repaid) Revolving Credit Loans outstanding under the Existing Credit Agreement immediately prior to the Fifth Amendment Effective Date before or after giving effect in an aggregate principal amount of $268,000,000, (ii) paid to all Lenders holding Revolving Credit Loans and/or Revolving Credit Commitments all accrued and unpaid interest and/or fees on such Revolving Credit Loans and/or Revolving Credit Commitments outstanding immediately prior to the effectiveness hereof Fifth Amendment Effective Date to, but not including, the Fifth Amendment Effective Date and (iii) delivered a notice to the incurrence Revolving Credit Lenders to re-allocate to the Nexstar Borrower under the Nexstar Credit Agreement, in accordance with Section 2.06(d) of the Tranche B-1 LoansExisting Credit Agreement, (x) all $250,000,000 of 2020 Revolving Credit Commitments and (y) $5,000,000 of 2018 Revolving Credit Commitments, in each case, outstanding under the Existing Credit Agreement immediately prior to the Fifth Amendment Effective Date. For purposes of determining whether the conditions set forth in this Section 3 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Administrative Agent or such Lender, as the case may be.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waivedthe “Effective Date Conditions”) in accordance with the terms thereinis satisfied: (ia) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the The Administrative Agent shall have received fully executed from the Borrower, the Administrative Agent and delivered each Tranche B-1 Participation Notices from Participating Lenders representing 100% B-2 Term Loan Credit Lender a counterpart of the aggregate outstanding principal amount this Agreement signed on behalf of the Existing Loanssuch party; (b) The Administrative Agent and the Tranche B-2 Term Loan Credit Lenders shall have received the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Borrower. The Borrower and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (c) The Borrower shall have paid all fees, reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) of the Tranche B-2 Term Loan Credit Lenders and the Administrative Agent for which invoices have been presented prior to the Effective Date; (d) The Administrative Agent (or its counsel) shall have received a certificate of the Borrower, dated as of the Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of the Borrower and attaching the documents referred to in clause (e) below. (e) The Administrative Agent shall have received, or an Authorized Officer of the Borrower shall certify that the applicable document previously provided to the Administrative Agent by the Borrower has not been amended since the date shown on the previously delivered applicable document, (i) a copy of the resolutions of the equity holders, board of directors or other managers (or a duly authorized committee thereof), as applicable, of the Borrower authorizing (a) the execution, delivery, and performance of this Agreement (and any agreements relating thereto) and (b) the extensions of credit contemplated hereunder, (ii) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of the Borrower, (iii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of the Borrower executing the Credit Documents to which it is a party and (iv) good standing certificates from the Governmental Authorities of the jurisdictions of organization of the Borrower dated the Effective Date or a recent date prior thereto; (f) The Administrative Agent shall have received a certificate of each the Borrower certifying that after giving effect to the incurrence of the Tranche B-2 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Party dated as Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (g) The Tranche B-2 Term Loan Credit Lenders shall have received prior to the Effective Date signed such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by an Authorized Officer of such Xxxxxx and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; (h) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-2 Term Loan Credit Party Lenders has provided its electronic delivery requirements, such Lender requesting a certification regarding beneficial ownership in relation to the Borrower as required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) shall have received prior to the Effective Date, the Beneficial Ownership Certification in relation to the Borrower; (i) (A) certifying The Borrower Certifications are true and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below;correct; and (ivj) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the The Administrative Agent shall have received an opinion a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory the Borrower to the Administrative Agent; (vi) both immediately before and effect that after giving effect to the Effective Date and transactions contemplated by this Agreement, the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that Borrower on a consolidated basis with its Restricted Subsidiaries is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 LoansSolvent.

Effective Date Conditions. This The agreements and amendments set forth in Section 1 (and the funding of the 2021 Incremental Term Loans pursuant thereto) and Section 2 of this Agreement will shall become effective on the first date on or after March 24, 2014 (the “2021 Incremental Effective Date”), ) on which each of the following conditions have has been satisfied (or waived) in accordance with by the terms therein2021 Incremental Term Lender: (ia) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit PartiesLoan Parties set forth on the signature pages hereto, the Administrative Agent, each Revolving Credit Lender Agent and the Required Lenders2021 Incremental Term Lender; (b) the 2021 Incremental Term Lender shall have received (i) a certificate dated the 2021 Incremental Effective Date and executed by a Responsible Officer, secretary, assistant secretary or other authorized signatory of each of the Loan Parties, which shall (A) certify that attached thereto is a true and complete copy of resolutions or written consents of each Loan Party’s board of directors, members or other relevant governing body, as the case may be, authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the borrowing of the 2021 Incremental Term Loans, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect without amendment, modification or rescission, (B) identify by name and title and bear the signatures of the Responsible Officer, secretary, assistant secretary or other authorized signatory of such Loan Party authorized to sign this Agreement and (C) certify either that (I) attached thereto is a true and complete copy of the articles or certificate of incorporation or other comparable organizational documents of each Loan Party, and all amendments thereto, certified by the relevant authority of the jurisdiction of organization of each Loan Party and a true and complete copy of the bylaws, operating or comparable governing document of each Loan Party, if applicable, or (II) the articles or certificate of incorporation or other comparable organizational documents of each Loan Party and the bylaws, operating or comparable governing document of each Loan Party have not been amended since the Closing Date, and (ii) a certificate as of a recent date of the good standing (or equivalent) of each Loan Party under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (solely to the extent such concept is applicable for the relevant jurisdiction); (c) the 2021 Incremental Term Lender shall have received on or before the 2021 Incremental Effective Date all fees and other amounts due and payable on or prior to the 2021 Incremental Effective Date, including reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the 2021 Incremental Effective Date; (d) the Administrative Agent shall have received, on the 2021 Incremental Effective Date, a customary written legal opinion of Xxxxx Xxxx LLC, acting as counsel for the Loan Parties, Xxxxxxx Xxxxxx & Green, P.C., New York counsel to the Loan Parties and Xxxxx Law Firm, North Dakota counsel to the Loan Parties organized under the laws of the State of North Dakota; (e) at the time of and immediately after the 2021 Incremental Effective Date and the incurrence of the 2021 Incremental Term Loans hereunder, no Event of Default shall exist after giving effect to the making of the 2021 Incremental Term Loans or the application of proceeds thereof; (f) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of a Borrowing Request relating to the aggregate outstanding principal amount of the Existing 2021 Incremental Term Loans; (iiig) the Administrative Agent shall have received a certificate of each Credit Party dated as of the 2021 Incremental Effective Date signed by an Authorized in substantially the form of Exhibit H to the Existing Credit Agreement from a Financial Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) Borrower certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case solvency of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) Borrower and (viii) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and its Subsidiaries on a consolidated basis after giving effect to the Effective Date borrowing of the 2021 Incremental Term Loan and the incurrence and/or exchange use of proceeds thereof on the Tranche B-1 Loans thereon, all 2021 Incremental Effective Date; (h) the representations and warranties made by of each Credit Loan Party contained in Article 3 of the Credit Agreement and in the or any other Credit Documents shall be Loan Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the 2021 Incremental Effective Date (Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be they were true and correct in all material respects as of the Effective Datesuch earlier date; and (viiii) no Default later than three Business Days in advance of the 2021 Incremental Effective Date, the Administrative Agent shall have received all documentation and other information reasonably requested by the 2021 Incremental Term Lender in writing at least 10 Business Days in advance of the Closing Date, which documentation or Event of Default shall exist on other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Effective Date before or after giving effect to the effectiveness hereof USA PATRIOT Act and the incurrence of the Tranche B-1 LoansBeneficial Ownership Regulation.

Effective Date Conditions. This Agreement will shall become effective on the first date on or after March 24, 2014 (the “Effective Date”), on which each Date upon satisfaction of the following conditions have been satisfied (or waived) in accordance with the terms thereinprecedent: (ia) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Parties, the Administrative Agent, each Revolving Credit Lender and the Required Lenders; (ii) the The Administrative Agent shall have received fully a copy of this Agreement duly executed by the Borrower, Xxxxxxx constituting the Required Lenders, each Incremental Lender, the L/C Issuer, and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% the Administrative Agent. (b) The Administrative Agent shall have received a Note executed by a Responsible Officer of the aggregate outstanding principal amount Borrower in favor of each Lender requesting a Note (to the extent that such Lender has not previously been issued a Note under the Existing Loans;Credit Agreement). (iiic) the The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying and attaching the resolutions adopted by the board of directors of the Borrower approving or consenting to the First Amendment Incremental Increase. (d) The Administrative Agent shall have received evidence that the Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation. (e) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) as to the conditions specified in Sections 4(e) and 4(f) and (ii) that after giving effect to the First Amendment Incremental Increase and any Borrowings on the Effective Date, the Borrower will be in compliance on a Pro Forma Basis with all of the covenants in Section 7.11 of the Amended Credit Agreement. (f) The Administrative Agent shall have received favorable opinions of legal counsel to the Borrower, addressed to the Administrative Agent, each Credit Party Lender, and the L/C Issuer, dated as of the Effective Date signed by an Authorized Officer of such Credit Party Date. (i) (A) certifying and attaching Upon the resolutions or similar consents adopted by such Credit Party approving or consenting to reasonable request of any Lender, the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) Borrower shall have not been amended since December 2, 2013 or (y) are attached as an exhibit provided to such certificateLender, and such Lender shall be reasonably satisfied with, any documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations (Cincluding the Act) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in the case of relation to the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below;. (ivh) (A) all The Administrative Agent shall have received any fees and out-of-pocket expenses required to be paid to the Administrative Agent, the Lenders, and the Arrangers on or reimbursed before the Effective Date. (i) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in connection with this Section 5, each Lender that has signed this Agreement shall be deemed to have been paid consented to, approved or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior accepted or to effectiveness of this Agreement shall have been paid; (v) be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory notice from such Lender prior to the Administrative Agent; (vi) both immediately before and after giving effect to the proposed Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loansspecifying its objection thereto.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (i) this Agreement shall have been executed and delivered by Holdings, the Borrower, the other Credit Loan Parties, the Administrative Agent, each Revolving Credit Lender the 2015-1 Incremental Term Loan Lenders and the Required Lenders; (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Agreement and the Tranche B-1 incurrence of the 2015-1 Incremental Term Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have has not been amended since December 2, 2013 the Closing Date or (y) are is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (viv), (viivi) and (viiivii) below; (iviii) (A) all fees and out-of-pocket expenses for which invoices have been presented prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.5 of the Credit Agreement or any other letter agreement in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and unpaid interest, fees or other amounts then due and payable in respect of the Existing Tranche B Term Loans outstanding immediately prior to effectiveness of this Agreement Agreement, to the extent not otherwise waived, shall have been paid; (viv) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (viv) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange each of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Loan Party contained in the Credit Agreement and in the other Credit Loan Documents 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” or similar language shall be true and correct in all respects) with of the same effect Effective Date as though such representations and warranties had been if made on and as of the Effective Date such date (except where such other than representations and warranties expressly relate to an earlier which speak only as of a certain date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of made only on such earlier date); (viivi) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiivii) no Default or Event of Default shall exist on the Effective Date immediately before or and after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loanshereof.

Effective Date Conditions. This Agreement Fifth Amendment will become effective on the first date on or after March 24, 2014 (the “Fifth Amendment Effective Date”), on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (ia) this Agreement Fifth Amendment shall have been duly executed and delivered by Holdings, the Borrower, the other Credit PartiesParties and each Participating Lender (which, in the Administrative Agentcase of the Participating Lenders, each Revolving Credit Lender and may be in the Required Lendersform of a Tranche C-1 Participation Notice); (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiib) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Fifth Amendment Effective Date signed by an Authorized Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Fifth Amendment and the Tranche B-1 C-1 Term Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Amendment No. 4 Effective Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Fifth Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viic) and (viiid) below; (ivc) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (except where such representations it being understood and warranties expressly relate agreed that (i) any representation or warranty which by its terms is made as of a specified date shall be required to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects only as of such specified date and (except that ii) any representation and or warranty that is qualified as to “materiality,” or “material adverse effectMaterial Adverse Effect” or similar language shall be true and correct in all respects) as of respects on such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiid) no Default or Event of Default shall exist on the Effective Date before have occurred and be continuing or after giving effect to shall result from the effectiveness hereof and of this Fifth Amendment the incurrence of the Tranche B-1 C-1 Term Loans; (e) (i) all fees required to be paid on the Fifth Amendment Effective Date and all expenses required to be paid on the Fifth Amendment Effective Date, in each case, in connection with the incurrence of the Tranche C-1 Term Loans, the repayment of the Incremental Tranche C Term Loans (including, without limitation, the payment of the prepayment premium applicable to the Incremental Tranche C Term Loans payable on the Fifth Amendment Effective Date pursuant to Section 4.01(f) of the Credit Agreement (as in effect immediately prior to the Fifth Amendment Effective Date) and this Fifth Amendment and, in the case of expenses, to the extent invoiced at least two business days prior to the Fifth Amendment Effective Date, shall have been paid and (ii) all accrued interest and fees in respect of the Existing Term Loans outstanding immediately prior to effectiveness of this Fifth Amendment shall have been paid; (f) the Administrative Agent shall have received a customary legal opinion from (i) White & Case LLP, New York counsel to the Credit Parties and (ii) to the extent the opinion referred to in the foregoing clause (i) does not address matters relating to Delaware law, Xxxx Xxxxx LLP, Delaware counsel to the Credit Parties, which shall, in each case, be addressed to the Administrative Agent, the Collateral Trustee and the Participating Lenders and dated the Fifth Amendment Effective Date; and (g) the Administrative Agent shall have received a solvency certificate from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower substantially in the form of Exhibit F to the Credit Agreement.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Amendment No. 2 Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arranger) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit PartiesLoan Parties party hereto, the Administrative Agent, each Revolving Credit Lender Repricing Participating Lenders and the Required Fronting Bank, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment (which, in the case of the Repricing Participating Lenders, may be in the form of a Tranche B-2 Participation Notice); (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% certificates of the aggregate outstanding principal amount of the Existing Loans; (iii) the Administrative Agent shall have received a certificate of each Credit Party Borrower dated as of the Amendment No. 2 Effective Date signed by an Authorized and Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Amendment and the Tranche B-1 B-2 Term Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viid) and (viiie) below; (iv) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (vc) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, all fees and other amounts previously agreed to in form writing by the Lead Arranger and substance reasonably satisfactory the Borrower to be due on or prior to the Administrative AgentAmendment No. 2 Effective Date, including, to the extent invoiced at least three Business Days prior to the Amendment No. 2 Effective Date (or such later date as is reasonably agreed by the Borrower), the reasonable and documented out-of-pocket legal fees and expenses and the reasonable and documented out-of-pocket fees and expenses of any other advisors in accordance with the terms of the Credit Agreement; (vid) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents Section 4 of this Amendment 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 2 Effective Date (except where to the extent such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement they shall be true and correct in all material respects as of such earlier date); provided that, to the Effective Date; andextent that such representations and warranties are qualified by materiality, material adverse effect or other similar language, they shall be true and correct in all respects; (viiie) no Default or Event of Default shall exist on the Amendment No. 2 Effective Date before or after giving effect to the effectiveness hereof of this Amendment and the incurrence of the Tranche B-1 LoansB-2 Term Loans or the applications of the proceeds therefrom; (f) at least 5 Business Days prior to the Amendment No. 2 Effective Date (or such later date as is reasonably satisfactory to the Administrative Agent), the Borrower shall have delivered (i) a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 and (ii) all documentation and other information reasonably requested by the Administrative Agent and the Lead Arranger in order to allow the Lead Arranger, the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (g) the Administrative Agent shall have received a certificate attesting to the Solvency of the Borrower and its Subsidiaries, dated as of the Amendment No. 2 Effective Date, from the Borrower’s chief financial officer substantially the form of Exhibit H to the Credit Agreement.

Effective Date Conditions. This Agreement Sixth Amendment will become effective on the first date on or after March 24, 2014 (the “Sixth Amendment Effective Date”), on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein: (ia) this Agreement Sixth Amendment shall have been duly executed and delivered by Holdings, the Borrower, the other Credit PartiesParties and each Participating Lender (which, in the Administrative Agentcase of the Participating Lenders, each Revolving Credit Lender and may be in the Required Lendersform of a Tranche C-2 Participation Notice); (ii) the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans; (iiib) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Sixth Amendment Effective Date signed by an Authorized Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Sixth Amendment and the Tranche B-1 C-2 Term Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Amendment No. 5 Effective Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Sixth Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viic) and (viiid) below; (ivc) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Sixth Amendment Effective Date (except where such representations it being understood and warranties expressly relate agreed that (i) any representation or warranty which by its terms is made as of a specified date shall be required to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects only as of such specified date and (except that ii) any representation and or warranty that is qualified as to “materiality,” or “material adverse effectMaterial Adverse Effect” or similar language shall be true and correct in all respects) as of respects on such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viiid) no Default or Event of Default shall exist on the Effective Date before have occurred and be continuing or after giving effect to shall result from the effectiveness hereof and of this Sixth Amendment the incurrence of the Tranche B-1 C-2 Term Loans; (e) (i) all fees required to be paid on the Sixth Amendment Effective Date and all expenses required to be paid on the Sixth Amendment Effective Date, in each case, in connection with the incurrence of the Tranche C-2 Term Loans, the repayment of the Tranche C-1 Term Loans and this Sixth Amendment and, in the case of expenses, to the extent invoiced at least two business days prior to the Sixth Amendment Effective Date, shall have been paid and (ii) all accrued interest and fees in respect of the Existing Term Loans outstanding immediately prior to effectiveness of this Sixth Amendment that are being repaid with the proceeds of the Tranche C-2 Term Loans on the Sixth Amendment Effective Date shall have been paid; (f) the Administrative Agent shall have received a customary legal opinion from White & Case LLP, New York counsel to the Credit Parties, which shall be addressed to the Administrative Agent, the Collateral Trustee and the Participating Lenders and dated the Sixth Amendment Effective Date; and (g) the Administrative Agent shall have received a solvency certificate from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower substantially in the form of Exhibit F to the Credit Agreement.

Effective Date Conditions. This Agreement Amendment will become effective on the first date on or after March 24, 2014 (the “Second Amendment Effective Date”), on which each of the following conditions have been satisfied (or waivedwaived by the Lead Arrangers) in accordance with the terms therein: (ia) this Agreement the Administrative Agent (or its counsel) shall have been executed and delivered by Holdings, received from each of the Borrower, the other Credit PartiesLoan Parties party hereto, Lenders constituting Required Lenders and the Participating Lenders, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative AgentAgent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment (which, each Revolving Credit Lender and in the Required case of the Participating Lenders, may be in the form of a Tranche B-2 Participation Notice); (iib) the Administrative Agent shall have received fully executed and delivered Tranche B-1 B-2 Participation Notices from Participating Lenders and the Fronting Bank representing 100% of (x) the aggregate outstanding principal amount of the Existing Term Loans less (y) the aggregate amount of any Non-Participating Cash Settlement Term Loans; (iiic) the Administrative Agent shall have received a certificate of each Credit Party the Borrower dated as of the Second Amendment Effective Date signed by an Authorized a Responsible Officer of such Credit Party the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party the Borrower approving or consenting to this Amendment and the Tranche B-1 B-2 Term Loans, (B) certifying that the certificate or articles of incorporation organization or formation and by-laws or operating (or limited liability company) agreement of such Credit Party the Borrower either (x) have not been amended since December 2, 2013 the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement Amendment and any related documents on behalf of such Credit Party the Borrower and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (viie) and (viiif) below; (ivi) (A) the Administrative Agent shall have received all fees and out-of-pocket expenses required other amounts previously agreed to in writing by the Lead Arrangers and the Borrower to be paid due on or reimbursed prior to the Second Amendment Effective Date, including, to the extent invoiced at least three Business Days prior to the Second Amendment Effective Date (or such later date as is reasonably agreed by the Borrower Borrower), including legal fees and expenses and the fees and expenses of any other advisors in connection accordance with this the terms of the Credit Agreement shall have been paid or reimbursed and (Bii) all accrued interest and fees in respect of the Existing Term Loans outstanding immediately prior to effectiveness of this Agreement Amendment shall have been paid; (v) the Administrative Agent shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent; (vi) both immediately before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (viie) the representations and warranties in Section 5 of this Agreement Amendment shall be true and correct in all material respects as of the Second Amendment Effective Date; andprovided that, to the extent such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided, further, that any such representations or warranties that are qualified by materiality, Material Adverse Effect, or similar construct, shall be true and correct in all respects; (viiif) no Default or Event of Default shall exist on the Second Amendment Effective Date before or after giving effect to the effectiveness hereof of this Amendment and the incurrence of the Tranche B-1 B-2 Term Loans; (g) the Administrative Agent shall have shall have received a solvency certificate executed by the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower; and (h) the Administrative Agent shall have received (on behalf of the New Lenders) all documentation at least three Business Days prior to the Second Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least ten Business Days prior to the Second Amendment Effective Date and the Administrative Agent has reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), ) on which each of the following conditions have been satisfied (or waivedthe “Effective Date Conditions”) in accordance with the terms thereinis satisfied: (ia) The Administrative Agent shall have received from the Borrower and the 2020 Additional Revolving Credit Lender a counterpart of this Agreement signed on behalf of such party; (b) The Administrative Agent and the 2020 Additional Revolving Credit Lender shall have been received the executed and delivered by Holdingslegal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the Borrower, the other Credit Parties, . The Borrower and the Administrative AgentAgent hereby instruct such counsel to deliver such legal opinion; (c) The Borrower shall have paid all fees, each reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) of the 2020 Additional Revolving Credit Lender and the Required LendersAdministrative Agent for which invoices have been presented prior to the Effective Date; (d) The Administrative Agent (or its counsel) shall have received a certificate of the Borrower, dated as of the Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of the Borrower and attaching the documents referred to in clause (e) below. (e) The Administrative Agent shall have received, or an Authorized Officer of the Borrower shall certify that the applicable document previously provided to the Administrative Agent by the Borrower has not been amended since the date shown on the previously delivered applicable document, (i) a copy of the resolutions of the equity holders, board of directors or other managers (or a duly authorized committee thereof), as applicable, of the Borrower authorizing (a) the execution, delivery, and performance of this Agreement (and any agreements relating thereto) and (b) the extensions of credit contemplated hereunder, (ii) the Administrative Agent shall have received fully executed Certificate of Incorporation and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of the aggregate outstanding principal amount Borrower, (iii) signature and incumbency certificates (or other comparable documents evidencing the same) of the Existing LoansAuthorized Officers of the Borrower executing the Credit Documents to which it is a party and (iv) good standing certificates from the Governmental Authorities of the jurisdictions of organization of the Borrower dated the Effective Date or a recent date prior thereto; (iiif) the The Administrative Agent shall have received a certificate of each the Borrower certifying that after giving effect to the incurrence of the Additional Revolving Credit Party dated as Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (g) The 2020 Additional Revolving Credit Lender shall have received prior to the Effective Date signed such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by an Authorized Officer of such Lender and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; (h) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and the 2020 Additional Revolving Credit Party Lender has provided its electronic delivery requirements, such Lender requesting a certification regarding beneficial ownership in relation to the Borrower as required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) shall have received prior to the Effective Date, the Beneficial Ownership Certification in relation to the Borrower; (i) (A) certifying The Borrower Certifications are true and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below;correct; and (ivj) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the The Administrative Agent shall have received an opinion a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory the Borrower to the Administrative Agent; (vi) both immediately before and effect that after giving effect to the Effective Date and transactions contemplated by this Agreement, the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that Borrower on a consolidated basis with its Restricted Subsidiaries is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; and (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 LoansSolvent.

Effective Date Conditions. This Agreement will become effective on the first date on or after March 24, 2014 (the “Effective Date”), on which each The obligation of the following conditions have been satisfied (or waived) Lenders to continue the Credit Facilities extended to the Borrowers under the Original Credit Agreement, as amended in accordance with the terms thereinof this Agreement, is subject to the fulfilment of the following conditions on the Effective Date, to the reasonable satisfaction of the Lenders: (ia) this Agreement the Second Confirmation shall have been executed and delivered to the Lenders and the Administration Agent by HoldingsXxxx & Xxxxxx Canada, the BorrowerLimited Partnership, the other Credit PartiesLand Trustee and Finance LP; (b) the Xxxx & Talbot Canada Harmac Debenture shall have been executed and delivered to the Administration Agent by Xxxx & Xxxxxx Canada, and all registrations, filings and recordings necessary or desirable to preserve, protect or perfect the enforceability of the security created thereby shall have been completed; (c) all of the representations and warranties of Xxxx & Talbot Canada and the Limited Partnership contained in this Agreement are true and correct as of the Effective Date as though made on and as of such date, and each of Xxxx & Xxxxxx Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (d) no event has occurred and is continuing which constitutes a Default or an Event of Default, and each of Xxxx & Talbot Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (e) the Lenders shall have received copies: (i) certified by the Secretary or an Assistant Secretary of Xxxx & Xxxxxx Canada and the Land Trustee of any amendments to its charter documents effected since January 22, 2004, resolutions of its board of directors approving this Agreement, the Administrative Agent, each Revolving Credit Lender Second Confirmation and the Required LendersXxxx & Talbot Canada Harmac Debenture, and all documents evidencing any other necessary corporate action of Xxxx & Xxxxxx Canada with respect to this Agreement, the Second Confirmation and the Xxxx & Talbot Canada Harmac Debenture; (ii) certified by the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation Notices from Participating Lenders representing 100% Secretary or an Assistant Secretary of the aggregate outstanding principal amount General Partner of any amendments to the Limited Partnership Agreement or the Limited Partnership’s certificate of limited partnership effected since June 6, 2003, resolutions of the Existing Loansboard of directors of the General Partner approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary action under the Limited Partnership Agreement with respect to this Agreement and the Second Confirmation; (iii) certified by the Administrative Agent Secretary or an Assistant Secretary of the Land Trustee of any amendments to its charter documents effected since June 6, 2003, resolutions of its board of directors approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary corporate action of the Land Trustee with respect to this Agreement and the Second Confirmation; (iv) certified by the Secretary or an Assistant Secretary of Penn Timber of any amendments to the Finance LP limited partnership agreement or Finance LP’s certificate of limited partnership effected since April 2, 2004, resolutions of the board of directors of Penn Timber approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary action under the Finance LP limited partnership agreement with respect to this Agreement and the Second Confirmation; (f) the Lenders shall have received a certificate of each Credit Party dated as of the Effective Date signed by Secretary or an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since December 2, 2013 or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature Assistant Secretary of each officer executing of Xxxx & Xxxxxx Canada, the General Partner, the Land Trustee and Penn Timber certifying the names and true signatures of its officers authorized to sign this Agreement and the Second Confirmation and any related other documents on behalf of such Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) belowbe delivered by it hereunder; (ivg) the Lenders shall have received a recently-dated certificate of good standing or like certificate of each of Xxxx & Talbot Canada, the Limited Partnership, the Land Trustee and Finance LP issued by appropriate government officials of the jurisdiction of its incorporation; (Ah) all fees and out-of-pocket expenses required to be paid or reimbursed the Lenders shall have received satisfactory certificates of insurance issued by the Borrower relevant insurer or its agent in connection with this Agreement shall have been paid or reimbursed and (B) respect of all accrued interest and fees insurance maintained by Xxxx & Xxxxxx Canada in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paidHarmac Mill; (vi) the Administrative Agent Lenders shall have received an opinion of Xxxxxxx Xxxxxxx counsel for Xxxx & Xxxxxxxx LLPTalbot Canada, the Limited Partnership, the Land Trustee and Finance LP addressed to the Lenders and counsel for the Lenders and in form and substance reasonably content satisfactory to the Administrative AgentLenders; (vij) both immediately all fees required to be paid by Xxxx & Xxxxxx Canada and the Limited Partnership pursuant to Sections 2.26 or 14.5 on or before and after giving effect to the Effective Date and the incurrence and/or exchange of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents 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” or similar language shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “material adverse effect” or similar language shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Datepaid; and (viiik) no Default the Lenders or Event the Administration Agent shall have received such other certificates and documentation as the Lenders or the Administration Agent may reasonably request. If all of Default shall exist the conditions set forth above have not been satisfied by the Borrowers or waived by the Lenders on or before the Effective Date before Date, the obligations of the Lenders to make any Advance or after giving effect any other Accommodation and all other obligations of the Lenders hereunder shall, at the option of the Lenders, terminate without prejudice to any rights or remedies available to the effectiveness hereof and the incurrence of the Tranche B-1 LoansLender under this Agreement or otherwise.