Common use of Effectiveness Clause in Contracts

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreement.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when on which each of the following conditions shall have been satisfied:satisfied or waived (the “Second Amendment Effective Date”): (a) the Administrative Agent shall have received counterparts from the Borrowers, Holdings, each other Guarantor, the Administrative Agent, the Collateral Agent and each Incremental Term Loan Lender and the Lenders sufficient to constitute, collectively, the Required Lenders, a duly executed counterpart of this Incremental Amendment executed and delivered by a duly authorized officer signed on behalf of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenderssuch party; (b) the Borrower The 2018 Incremental Term Loans shall have paid satisfy all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate requirements of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(viSections 2.25(c) of the Credit Agreement; (vc) a solvency certificate The Borrowers shall have paid (which payment may be made by deduction from the chief financial officer funded amount of 2018 Incremental Term Loans) to each Incremental Term Loan Lender party to this Agreement that funds Incremental Term Loans on the Borrower, dated the Incremental Second Amendment No. 1 Effective Date, substantially as fee compensation for the funding of such Incremental Term Loan Lender’s 2018 Incremental Term Loan, a funding fee in an amount equal to 0.50% of the form stated principal amount of Exhibit G to the Credit Agreementsuch Incremental Term Loan Lender’s 2018 Incremental Term Loans; (vid) The Borrowers shall have paid to each existing Lender that is party to this Amendment as a consenting Lender and has submitted its executed signature page hereto to the Administrative Agent no later than 4:00 p.m. (New York City time) on March 28, 2018, a consent fee equal to 0.25% of such existing Lender’s outstanding Term Note duly executed Loans (for the avoidance of doubt, exclusive of 2018 Incremental Term Loans) and delivered by Revolving Credit Commitments on the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; andSecond Amendment Effective Date; (viie) The Borrowers shall have obtained the required consents (the “Second Lien Limited Consent”) to allow the Dividend Payment from the lenders party to the Second Lien Credit and Guaranty Agreement, dated as of August 28, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Second Lien Credit Agreement”), by and among Holdings, the Borrowers, LLC Subsidiary, certain Subsidiaries of Holdings party thereto, as Guarantors, the lenders party thereto from time to time, the Administrative Agent and the Collateral Agent, and the Second Lien Limited Consent shall have become effective in accordance with its terms; (f) all of the representations and warranties contained herein and in Section 4 of the Credit Agreement and in each other Credit Document (in each case, as amended by this Amendment) shall be true and correct in all material respects both immediately before and after giving effect to this Amendment (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall have been true and correct in all respects) on and as of such earlier date; (g) both immediately before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; (h) the Administrative Agent shall have received a Committed customary written opinion of (i) Xxxxx Day, special U.S. counsel for the Credit Parties, (ii) Xxxxxx and Calder, special Cayman Islands counsel for the Credit Parties, (iii) AKD, special Luxembourg counsel for the Credit Parties, (iv) Loyens & Loeff, special Netherlands counsel for the Administrative Agent and (v) White & Case LLP, special Hong Kong counsel for the Administrative Agent, in each case addressed to the Administrative Agent, the Collateral Agent and the Lenders (including the Incremental Term Loan Lenders), and dated the Second Amendment Effective Date; (i) the Administrative Agent shall have received a Funding Notice in accordance with Section 2.02(a2.25(c)(iii) of the Amended Credit Agreement; provided that, notwithstanding anything to the contrary in Section 2.25(c)(iii) or any other provision of any Credit Document, the Borrower Representative shall be allowed to deliver such Funding Notice by 1:00 p.m. (New York City time) at least two Business Days in advance of the proposed Credit Date (or such later date or time as is otherwise agreed by the Administrative Agent); (j) the Administrative Agent shall have received a Conversion/Continuation Notice pursuant to Section 2.9 of the Credit Agreement for all outstanding borrowings of initial Term Loans for Interest Periods as selected in such Conversion/Continuation Notice that begins on the Second Amendment Effective Date (the “Existing Term Loans Notice”); it being agreed that the Borrowers shall be permitted to select an Interest Period ending on June 29, 2018, pursuant to such Existing Term Loans Notice; and (fk) the incurrence of the New 2014 Initial Term Loans on all reasonable and documented expenses and other compensation payable to the Incremental Amendment No. 1 Effective Date shall comply with Term Loan Lead Arranger and the requirements of Administrative Agent, pursuant to Section 2.12 10.2 of the Credit AgreementAgreement or otherwise, shall have been paid (or netted from the proceeds of the 2018 Incremental Term Loans to the extent agreed by the parties hereto) to the extent earned, due and owing and otherwise reimbursable pursuant to the terms thereof and, in the case of expenses, invoiced at least two Business Days prior to the Second Amendment Effective Date.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the first date on which each of the conditions set forth in this Section 8 is satisfied or waived (such date, the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied:): (a) the The Administrative Agent shall have received (and by its execution and delivery hereof hereby confirms that it has received) duly executed counterparts of this Incremental Amendment from each Loan Party, the Administrative Agent, and the Lenders as of the date hereof. (b) The Administrative Agent shall have received duly executed joinders and/or supplements to the Security Agreement, each other applicable Collateral Document and delivered by a duly authorized officer of the Intercreditor Agreements from the New Borrower, the Existing Borrower, the Existing GP, each of the Brix Entities and each Subsidiary that guarantees the First Lien Facility, in form and substance reasonably satisfactory to the Required Lenders; provided, that for the avoidance of doubt, such joinders and/or supplements shall cause (x) all guarantors guaranteeing the obligations under the First Lien Facility to guarantee the obligations under the Credit Agreement, and (y) any assets securing the obligations under the First Lien Facility to also secure the obligations under the Credit Agreement. (c) (i) The IPO shall have been consummated and the Loan Parties, net proceeds thereof shall have been contributed to the New Borrower and (ii) the Administrative Agent net proceeds of such IPO shall exceed $75,000,000. (d) The Reorganization Transactions shall have been, or shall substantially concurrently be, duly completed in accordance with the Master Reorganization Agreement filed as Exhibit 4.5 to the registration statement of Vine Energy Inc. filed with the U.S. Securities and Exchange Commission, Registration No. 333-253366, and each of the Existing GP and each of the Brix Entities shall have become, or shall substantially concurrently become (i) a direct or indirect Domestic Subsidiary of the New Borrower and (iiiii) the New 2014 Term Lenders;not an Excluded Subsidiary. (be) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses All amounts required to be paid to the Administrative Agent or reimbursed under any Lender by the Existing Borrower, including costs and expense payable pursuant to Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices Agreement, shall have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date;paid. (df) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the The Administrative Agent shall have received: (i) , on behalf of itself, the Collateral Agent and the Lenders, a certificate of each written opinion from Xxxxxxxx & Xxxxx LLP, counsel to the Loan PartyParties, to be dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers (y) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (z) in form and substance customary for amendments of such Loan Party, substantially this type and in any case reasonably satisfactory to the form Required Lenders. (g) The Administrative Agent shall have received a copy of the certificates delivered on certificate or articles of incorporation or certificate of formation, including all amendments thereto, of the Closing New Borrower, the Existing Borrower, the Existing GP, each of the Brix Entities and other Loan Party as of the Effective Date pursuant that was not a Loan Party prior to Section 4.01(a)(vthe Effective Date, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the Credit Agreement (together with the attachments described therein); (ii) jurisdiction of its organization, and a certificate of as to the good standing (to the extent such concept existsor a similar concept exists under the laws of such jurisdiction) from the applicable secretary of state of the state of organization of each Loan Partysuch Person as of a recent date from such Secretary of State (or other similar official); (iiih) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the New Borrower, the Existing GP, and each of the Brix Entities, dated the Effective Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Person as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (ii) below; (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereofmanaging member or equivalent) of such Person authorizing (a) the execution, delivery and performance of this Incremental Amendment (and or any agreements relating thereto) other Loan Document to which it such Person is or deemed to be a party to as a result of this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date; (biii) in that the case certificate or articles of incorporation or certificate of formation of such Person has not been amended since the date of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunderlast amendment thereto disclosed pursuant to subclause (g) above; (iv) a customary legal opinion as to the incumbency and specimen signature of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPeach officer executing this Amendment, special New York counsel to Holdingsany Loan Document or any other document delivered in connection herewith on behalf of such Person, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement;and (v) a solvency certificate from of a director or an officer as to the chief financial officer incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (h) above. (i) The Administrative Agent shall have received copies of UCC financing statements reasonably satisfactory to it with respect to the New Borrower, dated the Incremental Amendment No. 1 Existing GP, each of the Brix Entities and each other Loan Party as of the Effective Date that was not a Loan Party prior to the Effective Date, substantially in to be filed on the form of Exhibit G Effective Date. (j) The Administrative Agent shall have received at least three (3) Business Days prior to the Credit Agreement;Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least five (5) Business Days prior to the Effective Date. (vik) a Term Note duly executed The Administrative Agent shall have received an officer’s certificate stating that this Amendment and the supplements and/or joinders delivered by pursuant to Section 8(b) preserve the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 enforceability of the Credit Agreement, the Guarantee and the Collateral Documents and the perfection of the Liens under the Collateral Documents.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date on which each of the conditions set forth in this Section 3 is satisfied (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions ): 3.01 The Administrative Agent shall have been satisfiedreceived duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from (a) the Borrower, (b) each Guarantor, (c) the Administrative Agent, and (d) Lenders constituting at least the Required Lenders. 3.02 The Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer certifying that: (a) No Default or Event of Default shall have occurred and be continuing as of the date hereof, before and after giving effect to the terms of this Amendment; and (b) All representations and warranties made by any Credit Party in the Credit Agreement or in the other Credit Documents shall be, to the knowledge of the Borrower, true and correct in all material respects (unless such representations and warranties are already qualified by materiality or Material Adverse Effect, in which case they 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 date hereof (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 (unless such representations and warranties are already qualified by materiality or Material Adverse Effect, in which case they shall have been true and correct in all respects) as of such earlier date). 3.03 The Borrower shall have executed and delivered, or caused to be executed and delivered Mortgages granting a security interest in Borrowing Base Properties not subject to a Mortgage immediately prior to the Effective Date with a PV-9 equal to at least $750,000,000. 3.04 The Borrower shall have paid (including an authorization by the Borrower to debit an account with the Administrative Agent), no later than the Effective Date, (a) to the Administrative Agent shall have received counterparts for each Lender executing and delivering this Amendment on or before 5:00 pm, Central Time, on April 8, 2016 (each, a “Consenting Lender”), a fee equal to 0.25% of this Incremental Amendment executed such Lender’s Commitment; and delivered by a duly authorized officer (b) all fees and expenses of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees other amounts due and payable on or before the Effective Date, to the Arranger pursuant to that certain engagement letterextent invoiced, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received including all reasonable and documented costs and out-of-pocket expenses required to be reimbursed or paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of under the Credit Agreement.

Effectiveness. This Incremental Amendment, Agreement and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Superpriority Commitments shall become effective on the first date on which each of the conditions set forth in this Section 6 is satisfied or waived (such date, the “Incremental Amendment No. 1 Agreement Effective Date”) when each of the following conditions shall have been satisfied:): (a) the The Administrative Agent shall have received duly executed counterparts of this Incremental Amendment executed Agreement from each Credit Party, the Administrative Agent, the Issuing Bank, the Swingline Lender and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Superpriority Lenders;. (b) Upon the request of any Superpriority Lender made through the Administrative Agent no later than two (2) days prior to the Incremental Agreement Effective Date, the Borrower shall have paid all fees due and payable delivered to such Superpriority Lender (through the Arranger pursuant Administrative Agent) a promissory note executed by the Borrower evidencing the Superpriority Loans owing to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC;such Superpriority Lender. (c) Each Credit Party shall have confirmed and acknowledged to the Administrative Agent and the Arranger shall have received all reasonable Superpriority Lenders, and documented costs by its execution and expenses required delivery of this Agreement, each Credit Party does hereby confirm and acknowledge to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: and the Superpriority Lenders, that (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment Agreement has been duly authorized by all requisite corporate or other organizational action, as applicable, on the part of such Credit Party, (ii) the Credit Agreement and any agreements relating thereto) each other Credit Document to which it or any of its Subsidiaries is a party constitute valid and legally binding agreements enforceable against such Credit Party in accordance with their respective terms, except as such enforceability may be limited by Debtor Relief Laws, by general principles of equity and by a covenant of good faith and fair dealing, (biii) each of the representations and warranties set forth in the case Credit Agreement and each other Credit Document is true and correct as of the BorrowerIncremental Agreement Effective Date (except to the extent any such representation or warranty is made as of a specific date, the borrowings in which case such representation and warranty was true and correct as of the New 2014 Term Loans contemplated hereunder; such date), (iv) a customary legal opinion no Default or Event of Default exists under the Credit Agreement or any of the other Credit Documents, (wv) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower has not incurred (and its Subsidiaries, (xwill not incur) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date any Incremental TL Facilities pursuant to Section 4.01(a)(vi2.14(d)(v)(A) of either Senior Secured Term Loan Facility or any Incremental Equivalent Indebtedness, in either case, prior to or concurrently with the incurrence of the Superpriority Incremental Facility on the Incremental Agreement Effective Date, and (vi) the requisite offers to the existing Lenders under Section 2.16(c)(vii) of the Credit Agreement;Agreement have been made and the minimum time period for existing Lenders to agree to participate in the Superpriority Facility has elapsed or all existing Lenders under the Credit Agreement have declined to participate in the Superpriority Facility. (vd) a solvency certificate from HPS Investment Partners, LLC (“HPS”) shall have confirmed to the chief financial officer of Administrative Agent that all fees required to be paid by the BorrowerBorrower hereunder to such Superpriority Lender shall have been paid. (e) All fees required to be paid to HPS or any Superpriority Lender hereunder, dated or to the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G Administrative Agent pursuant to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term LenderAgreement or any fee letter, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; andshall have been paid. (f) The Borrower shall have executed and delivered a Notice of Borrowing with respect to the incurrence Superpriority Loans, and all the Superpriority Loans shall be funded substantially concurrently with the Incremental Agreement Effective Date; provided that at least $75,000,000 of net cash proceeds of the New 2014 Initial Term Superpriority Loans shall be substantially concurrently applied by the Administrative Agent on the Incremental Amendment No. 1 Agreement Effective Date directly to repay outstanding Initial Loans. (g) The Administrative Agent shall comply with have received fully executed and notarized reaffirmations to the requirements of Section 2.12 of Mortgages in form and substance reasonably acceptable to HPS evidencing and confirming that the Credit AgreementLiens granted under the Mortgages will secure the Obligations (as amended hereby), including the Superpriority Loans.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Agreement shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each as of the date hereof upon satisfaction of the following conditions shall have been satisfiedprecedent: (a) Receipt by the Administrative Agent shall have received of counterparts of this Incremental Amendment Agreement executed by the Borrower, the Lenders and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders;Agent. (b) Receipt by the Borrower shall have paid all fees due and payable to Agent of: (i) Copies of the Arranger pursuant to that certain engagement letter, dated as articles or certificate of June 3, 2014 (the “Engagement Letter”), among incorporation of the Borrower, together with all amendments, and a certificate of existence, certified by the Arranger and TPG Capital BD, LLC;appropriate governmental officer in its jurisdiction of incorporation. (cii) Copies, certified by the Administrative Secretary or Assistant Secretary of the Borrower, of its bylaws and of its Board of Directors’ resolutions authorizing the execution of the Loan Documents by the Borrower. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents, upon which certificate the Agent and the Arranger Lenders shall have received all reasonable and documented costs and expenses required be entitled to be paid rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer or reimbursed under Section 10.04 the controller of the Credit Agreement or Borrower, stating, as of the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; , that (dA) no Default or Unmatured Default has occurred and is continuing, (B) the Borrower is in compliance with Section 6.11 and setting forth in reasonable detail and calculation of the ratio set forth therein, determined as of December 31, 2020, and (C) the representations and warranties set forth contained in Section 5 hereof shall be Article V are true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement;. (v) a solvency certificate from the chief financial officer A written opinion of counsel to the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement;B. (vi) a Term Evidence, in form and substance satisfactory to the Agent, that the Borrower has obtained all governmental approvals, if any, necessary for it to enter into the Loan Documents, including, without limitation, the approval of the Public Utility Commission of Oregon. (vii) A Note duly executed and delivered by the Borrower in favor of each New 2014 Term LenderLender that has requested an Note pursuant to Section 2.11. (viii) Such other documents as any Lender or its counsel may have reasonably requested. (c) The Agent and the Lenders shall have received, if anyat least five (5) Business Days prior to the Effective Date, all documentation and other information requested by the Agent or any Lender or required by regulatory authorities in order for the Agent and the Lenders to comply with requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and any applicable “know your customer” rules and regulations to the extent requested at least ten (10) Business Days prior to the Effective Date. (d) The Borrower shall have delivered to the Agent, and directly to any Lender requesting the same; and, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations) to the extent requested at least ten (10) Business Days prior to the Effective Date, in each case at least five (5) Business Days prior to the Effective Date. (viie) a Committed Loan Notice in accordance with Section 2.02(a) The Agent shall have received all fees and other amounts due and payable by the Borrower hereunder on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. Without limiting the generality of the Amended Credit Agreement; and (f) provisions of Section 10.4, for purposes of determining compliance with the incurrence of conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the New 2014 Initial Term Loans on Agent shall have received notice from such Lender prior to the Incremental Amendment No. 1 proposed Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementspecifying its objection thereto.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Agreement shall become effective on the date (the “Incremental Amendment No. 1 "Third Restatement Effective Date”") when each of the following conditions shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of on which (i) the Parent, the Borrower, each Agent, each Bank with a C Term Loan PartiesCommitment, each Bank with a B Revolving Loan Commitment, and the Required Banks (iidetermined immediately before the occurrence of the Third Restatement Effective Date and without giving effect thereto) shall have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letterat its Notice Office or, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the BorrowerBanks, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G shall have given to the Credit Agreement; Administrative Agent telephonic (viconfirmed in writing), written or facsimile transmission notice (actually received) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a12.03 at such office that the same has been signed and mailed to it and (ii) the conditions contained in Sections 4 and 5 are met to the satisfaction of the Agents and the Required Banks (determined immediately after the occurrence of the Third Restatement Effective Date). Unless the Administrative Agent has received actual notice from any Bank that the conditions contained in Sections 4 and 5 have not been met to its satisfaction, upon the satisfaction of the condition described in clause (i) of the Amended Credit Agreement; and immediately preceding sentence and upon the Administrative Agent's good faith determination that the conditions described in clause (fii) the incurrence of the New 2014 Initial Term Loans on immediately preceding sentence have been met, then the Incremental Amendment No. 1 Third Restatement Effective Date shall comply with the requirements have been deemed to have occurred, regardless of Section 2.12 any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Third Restatement Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the applicable conditions contained in Section 4 or 5). To the extent any Banks under and as defined in the Second Amended and Restated Credit Agreement shall have any rights thereunder with respect to matters occurring prior to the Third Restatement Effective Date (including without limitation as to obligations with respect to loans outstanding thereunder, interest or fees owing thereunder or any costs under Sections 1.10, 1.11, 1A.06 or 3.04 of the Second Amended and Restated Credit Agreement), neither the Third Restatement Effective Date or the repayment of any amounts owing to such Banks shall limit or otherwise affect any of such Banks' rights under the Second Amended and Restated Credit Agreement and such Banks' rights shall remain in full force and effect as if the Third Restatement Effective Date has not occurred with respect to matters occurring prior to the Third Restatement Effective Date.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Fourth Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed from each Loan Party party hereto and delivered by a duly authorized officer of each of the Requisite Financial Covenant Lenders either (i) the Loan Parties, a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and (iiiwhich may include telecopy or electronic transmission of a signed signature page of this Amendment) the New 2014 Term Lendersthat such party has signed a counterpart of this Amendment; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as each of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof the Credit Agreement and in the other Loan Documents shall be true and correctcorrect in all material respects on and as of the Fourth Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date); (c) at the time of the Fourth Amendment Effective Date and immediately after giving effect to the Fourth Amendment, no Unmatured Event of Default or Event of Default shall exist; (d) the Administrative Agent shall have received an Officer’s Certificate of the Company, dated as of the Fourth Amendment Effective Date, certifying compliance with the requirements set forth in preceding clauses (b) and (c) of this Section 4; (e) the Administrative Agent shall have received: received (i) either (x) a copy of the certificate or articles of incorporation or equivalent organizational document, including all amendments thereto, of each Loan PartyParty party hereto, dated certified as of a recent date by the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers Secretary of State of the state of its organization or (y) confirmation from such Loan PartyParty that there has been no change to such organizational documents since last delivered to the Administrative Agent, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors Secretary or other governing body, as applicable, Assistant Secretary of each Loan Party party hereto dated the Fourth Amendment Effective Date and certifying (A) that (x) attached thereto is a true and complete copy of the by-laws, operating agreement or similar governing document of such Loan Party as in effect on the Fourth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below or (y) there has been no change to such governing documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly authorized committee thereof) adopted by the Board of Directors of such Loan Party authorizing (a) the execution, delivery and performance of this Incremental Fourth Amendment and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that any attached certificate or articles of incorporation, equivalent organizational document, by-law, operating agreement or similar governing document of such Loan Party have not been amended, and any agreements relating thereto(D) to which it is a party the extent not previously delivered to the Administrative Agent as to the incumbency and specimen signature of each officer executing this Fourth Amendment or any other document delivered in connection herewith on behalf of such Loan Party; and (biii) in a certificate of another officer as to the case incumbency and specimen signature of the Borrower, Secretary or Assistant Secretary executing the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date certificate pursuant to Section 4.01(a)(viclause (iii) of the Credit Agreementabove; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence Company shall have paid to the Administrative Agent for the benefit of each Requisite Financial Covenant Lender that delivers an executed counterpart of this Amendment no later than 5:00 pm (NY time) on January 21, 2016, a consent fee in an amount equal to 0.10% of the New 2014 Initial aggregate principal amount of the sum of (i) the Revolving Commitments, (ii) Term Loans on A and (iii) Term Euro Loans, as applicable, of such Requisite Financial Covenant Lender as of the Incremental Fourth Amendment No. 1 Effective Date shall comply with Date; and (g) all reasonably incurred and documented costs, fees, expenses (including, without limitation, legal fees and expenses) and other compensation payable to the requirements of Administrative Agent pursuant to Section 2.12 12.4 of the Credit AgreementAgreement on or before the Fourth Amendment Effective Date, to the extent invoiced at least three business days prior to the Fourth Amendment Effective Date unless otherwise agreed, shall have been paid to the extent earned.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Agreement shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when upon which each of the following conditions shall have has been satisfied:satisfied (the “Effective Date”): (a) the The Administrative Agent shall have has received counterparts of this Incremental Amendment Agreement duly executed and delivered by a duly authorized officer on behalf of each of (i) New Lender, each Existing Lender, each Swingline Lender, each Issuing Bank and the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term LendersBorrower; (b) The Borrower shall have delivered to the Administrative Agent, a certificate of the Borrower dated as of the Effective Date and executed by a responsible officer of the Borrower, (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to the Maturity Extension and (ii) certifying that, (x) before and after giving effect to the Maturity Extension, the representations and warranties contained in Article III of the Credit Agreement are true and correct on and as of the Effective Date, except to the extent such representations and warranties specifically refer to an earlier date (in which case, the Borrower shall have paid all fees due certify that the such representations and payable warranties were true and correct on and as of such earlier date), (y) before and after giving effect to the Arranger pursuant to that certain engagement letterMaturity Extension and the Amendments, dated as no Default or Event of June 3Default exists or will exist, 2014 and (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCz) no Material Adverse Change has occurred or is continuing; (c) The Administrative Agent, the Administrative Agent Lenders and the Arranger Arrangers shall have received all reasonable fees and documented costs other amounts due and payable to each such Person (including, without limitation, the fees and expenses of Xxxx Xxxxxxxx LLP, as counsel to the Administrative Agent) on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid or reimbursed under Section 10.04 of by the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior Borrowers pursuant to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (fd) Each Exiting Lender shall have received all payments pursuant to the incurrence Credit Agreement (including payments of principal, interest, fees and other amounts) due and payable to such Exiting Lender as of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements after giving effect to Section 1 of Section 2.12 of the Credit this Agreement.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Agreement shall become effective on and as of the date (the “Incremental Amendment No. 1 Effective Date”) when on which each of the following conditions shall have been satisfied:precedent is satisfied (such date, the “Third Restatement Effective Date”): (a) the The Administrative Agent shall have received counterparts of this Incremental Amendment hereof duly executed and delivered by Parent, the Borrower, each Subsidiary Guarantor and the Required Lenders. (b) The Administrative Agent shall have received a duly authorized officer Borrowing Request for the Loans to be made on the Third Restatement Effective Date, setting forth the information specified in Section 2.03 of each the Third Restated Credit Agreement. (c) The Administrative Agent shall have received a favorable written opinion of (i) Xxxxxxxx & Xxxxx LLP, counsel for Parent and the Loan PartiesBorrower, substantially to the effect set forth on Exhibit B-1, (ii) the Administrative Agent general counsel of Parent, substantially to the effect set forth in Exhibit B-2 and (iii) each of the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due other law firms set forth on Exhibit B-3, in each case in form and payable substance satisfactory to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date;Agent. (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the The Administrative Agent shall have received: received (i) a certificate as to the good standing of Parent, the Borrower and (to the extent the concept of good standing is applicable in such jurisdiction) each other Loan PartyParty as of a recent date, dated from the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers Secretary of such Loan Party, substantially in the form State of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) its state of the Credit Agreement (together with the attachments described therein); organization; (ii) a certificate of good standing the Secretary or Assistant Secretary of Parent, the Borrower and each other Loan Party dated the Third Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of (1) the by-laws (or equivalent thereof) and (2) the certificate or articles of incorporation, certified as of a recent date by the Secretary of State of the applicable state of organization, in each case of such Loan Party as in effect on the Third Restatement Effective Date and at all times since a date prior to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy date of the resolutions described in clause (B) below (or, if such by-laws (or equivalent thereof) or certificate or articles of incorporation have not been amended or modified since any delivery thereof to the board Administrative Agent on the Closing Date, the First Restatement Effective Date or the “Effective Date” under the Replacement Revolving Credit Facility and Incremental Term Loan Assumption Agreement dated as of directors or other governing bodyMarch 6, 2012 (the “First Replacement Effective Date”), as applicable, certifying that no such amendment or modification has occurred), (B) that attached thereto is a true and complete copy of each resolutions duly adopted by the Board of Directors (or equivalent thereof) of such Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) the Loan Documents to which it such person is a party party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (bC) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the case incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (e) The Administrative Agent shall have received a certificate, dated the Third Restatement Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the borrowings conditions set forth in each of the New 2014 Term Loans contemplated hereunder;paragraph (g)(i) and paragraph (i) of this Section. (ivf) The Administrative Agent shall have received a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPcertificate, special New York counsel to Holdings, dated the Borrower Third Restatement Effective Date and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from signed by the chief financial officer of Parent, as to the Borrower, dated solvency of Parent and its Subsidiaries on a consolidated basis after giving effect to the Incremental Amendment No. 1 Transactions to occur on the Third Restatement Effective Date, in substantially in the form of Exhibit G to the Credit Agreement;C hereto. (vig) a Term Note duly executed and delivered by (i) The Permitted HMA Transaction shall have been consummated, or substantially simultaneously with the Borrower initial borrowing under the Facilities, shall be consummated, in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice all material respects in accordance with Section 2.02(a) the terms of the Amended Credit HMA Merger Agreement; and. (fii) the incurrence The Specified Merger Agreement Representations shall be true and correct. “Specified Merger Agreement Representations” means such of the New 2014 Initial Term Loans on representations made by, or with respect to, the Incremental Amendment No. 1 Effective Date shall comply with Company and its subsidiaries in the requirements of Section 2.12 HMA Merger Agreement as are material to the interests of the Credit Lenders, but only to the extent that Parent (or its affiliates) have the right to terminate its (or their) obligations under the HMA Merger Agreement or to decline to consummate the Permitted HMA Transaction as a result of a breach of any one or more of such representations in the HMA Merger Agreement.

Effectiveness. This Incremental Amendment, The effectiveness of this Amendment and the obligation obligations of each New 2014 Initial Repriced Term Lender hereunder are subject to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each satisfaction of the following conditions shall have been satisfied:precedent, except as otherwise agreed between the Borrower and the Administrative Agent (the day on which such conditions are satisfied or waived is herein referred to as the “Third Amendment Effective Date”): (a) The Administrative Agent’s receipt of the Administrative Agent following, each of which shall have received counterparts of this Incremental Amendment be originals or .pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed and delivered by a duly authorized officer Responsible Officer of the signing Loan Party each of (i) the Loan Parties, (ii) in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (iiii) executed counterparts of this Amendment; (ii) executed Lender Addenda by the New 2014 Continuing Lenders and the Additional Term Lenders; (biii) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy , certificates of the resolutions of the board of directors or other governing bodyaction, as applicable, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (or including a duly certificate attaching the Organization Documents of each Loan Party) as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized committee thereof) authorizing (a) the execution, delivery and performance of to act as a Responsible Officer in connection with this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunderAmendment; (iv) a customary legal an opinion of (w) Xxxxxxx from Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement;Loan Parties; and (v) a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Third Repriced Term Loans) substantially in the form delivered on the Closing Date. (b) All fees and expenses due to the Administrative Agent required to be paid on the Third Amendment Effective Date shall have been paid. (c) The Administrative Agent shall have received at least three Business Days prior to the Third Amendment Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least 10 days prior to the Third Amendment Effective Date. (d) The conditions set forth in Section 4.02 of the Credit Agreement shall have been satisfied as of the Third Amendment Effective Date and the Administrative Agent shall have received a certificate, dated the Third Amendment Effective Date and signed by a Responsible Officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) confirming satisfaction of the Amended Credit Agreement; and (fconditions set forth in Sections 4.02(i) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 and 4.02(ii) of the Credit Agreement. Without limiting the generality of the provisions of Section 9.03(b) of the Credit Agreement for purposes of determining compliance with the conditions specified in this Section 5, each Repriced Term Lender that has signed a Lender Addendum shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Repriced Term Lender prior to the proposed Third Amendment Effective Date specifying its objection thereto. Notwithstanding any other provisions of this Amendment to the contrary, the Administrative Agent may appoint a fronting lender to act as the sole Additional Term Lender for purposes of facilitating funding on the Third Amendment Effective Date. Accordingly, any Lender Addendum (Additional Term Lender) submitted by or on behalf of an Additional Term Lender other than such fronting lender will be deemed ineffective unless accepted by the Administrative Agent in its sole discretion.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on as of the date (the “Incremental Amendment No. 1 Effective Date”) when on which each of the following conditions precedent shall have been satisfied: (a) the The Administrative Agent shall have received duly executed counterparts of this Incremental Amendment executed and delivered by a duly authorized officer which, when taken together, bear the signatures of each of Loan Party, each Extending Revolving Credit Lender, each Additional Revolving Credit Lender, the Required Lenders (collectively, the “Requisite Lenders”), and the Administrative Agent. (i) the Loan PartiesAfter giving effect to this Amendment, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as each of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof 6 of this Amendment shall be true and correct;correct in all material respects and (ii) no Default or Event of Default shall have occurred and be continuing as of the Effective Date. (ec) the The Administrative Agent shall have received:received a certificate, dated as of the Effective Date and signed by a Responsible Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph (b) of this Section 7. (d) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal favorable written opinion of (wx) the General Counsel or Deputy General Counsel of the U.S. Borrower and (y) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, for Holdings and the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its SubsidiariesU.S. Borrower, in each case addressed to the Administrative Agent, the Lenders (including the Additional Revolving Credit Lenders) and the Issuing Banks, (ii) board resolutions and (iii) customary certificates, in each case, substantially in the form of the respective opinions consistent with those delivered on the Closing Date pursuant Second Restatement Date. Holdings and the U.S. Borrower hereby request such counsel to Section 4.01(a)(vi) of the Credit Agreement;deliver such opinion. (ve) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G The Administrative Agent and each Additional Revolving Credit Lender shall have received all documentation and other information reasonably requested by them at least five Business Days prior to the Credit Agreement; (vi) a Term Note duly executed Effective Date that is required by regulatory authorities under applicable “know your customer” and delivered by anti-money laundering rules and regulations, including the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; andUSA PATRIOT Act. (f) The Administrative Agent shall have received (on behalf of itself, the incurrence Extending Revolving Credit Lenders and the Additional Revolving Credit Lenders) all fees and other amounts due and payable on or prior to the Effective Date, including all Extension Fees and all Upfront Fees and, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementBorrowers hereunder or under any other Loan Document.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on as of the first date (the “Incremental Amendment No. 1 Effective Date”) when on which each of the following conditions shall have has been satisfiedsatisfied or waived: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of from each of the Borrower and the Lenders comprising the Required Lenders (ior, in the case of the amendments to Section 9.02, all Lenders) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lendersa counterpart hereof signed by such party; (b) the Borrower Administrative Agent shall have paid all fees due received such documents and payable certificates as the Administrative Agent or its counsel may reasonably request relating to the Arranger pursuant to that certain engagement letterorganization, dated as existence and good standing of June 3, 2014 (the “Engagement Letter”), among the Borrowereach Loan Party, the Arranger authorization of this Amendment and TPG Capital BDany other legal matters relating to the Loan Parties or the Amendment, LLCall in form and substance reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent and the Arranger shall have received all reasonable a certificate, dated the Amendment Effective Date and documented costs and expenses required to be paid or reimbursed under Section 10.04 signed on behalf of the Credit Agreement Borrower by the President, a Vice President or a Financial Officer of the Engagement Letter for which invoices have been presented three Business Days prior to Borrower, confirming the Incremental Amendment No. 1 Effective Date; (d) accuracy of the representations and warranties set forth in Section 5 hereof 3 hereof; (d) the Administrative Agent (or its applicable Affiliate) shall have received a consent fee (the “Consent Fee”) for the account of each Lender that consents to this Amendment by executing and delivering this Amendment to the Administrative Agent appropriately completed on the earlier to occur of (i) 2:00 p.m., New York City time, on the Amendment Effective Date and (ii) September 30, 2014, in an amount equal to 0.15% of the sum of such Lender’s Commitment, and, without duplication, any outstanding Loans under the Credit Agreement, which Consent Fees shall be true payable in immediately available funds, in dollars, and correct;shall be non-refundable; and (e) the The Administrative Agent shall have received: (i) a certificate of each Loan Party, dated received all fees and other amounts due and payable on or prior to the Incremental Amendment No. 1 Effective Date, executed including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of Borrower under the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementotherwise agreed.

Effectiveness. This Incremental Amendment, Sections 1 and the obligation 2 of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, this Agreement shall become effective on the date and ---------- - time (the “Incremental Amendment No. 1 "Effective Date”Time") when that a counterpart to this Agreement shall have been -------------- executed by each of the parties hereto and each of the following conditions shall have been satisfied:satisfied (provided that the Effective Time may not be later than March 31, 1997): (a) the Administrative Agent Vitalink shall have received counterparts of this Incremental Amendment executed and delivered by paid HRP a duly authorized officer of each of (i) non-refundable $10,000,000 lease modification fee in immediately available funds to reflect the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenderschange in guarantors; (b) the Borrower Vitalink shall have paid all fees due executed and payable delivered to HRP a Guaranty in the Arranger pursuant to that certain engagement letter, dated form attached hereto as of June 3, 2014 Exhibit A (the “Engagement Letter”"Vitalink Guaranty"), among the Borrower, the Arranger and TPG Capital BD, LLC;; --------- ----------------- (c) the Administrative Agent and the Arranger New GranCare shall have received all reasonable executed and documented costs delivered to HRP an Assumption Agreement in the form attached hereto as Exhibit B (the "Assumption Agreement," --------- -------------------- and expenses required together with this Agreement, the Vitalink Guaranty and each other agreement, instrument or other document delivered by any party pursuant to be paid or reimbursed under this Section 10.04 of 3, collectively, the Credit "Vitalink Documents"; the Vitalink Documents and --------- ------------------ the Transaction Documents, as amended hereby, are collectively referred to herein as the "Documents"), which Assumption Agreement or the Engagement Letter for which invoices shall have been presented three Business Days prior to accepted --------- by GranCare for the Incremental Amendment No. 1 Effective Datelimited purpose specified therein; (d) the representations Distribution and warranties set forth the Merger shall have occurred substantially concurrently with the Effective Time, in Section 5 hereof shall be true accordance with the description of the Distribution and correctMerger in the Schedule 14A; (e) giving effect to the Administrative Agent Distribution and the Merger, and occurrence of the Effective Time, no Event of Default, or event or condition that with the giving of notice or the lapse of time or both would become an Event of Default, shall have received:occurred and be continuing under any Document, and all warranties and representations contained in each Vitalink Document shall be true and correct at the Effective Time as if made at such time; (if) HRP shall have received a certificate of a senior executive officer of New GranCare and Vitalink confirming satisfaction of the conditions described in paragraphs (d) and (e) above; -------------- --- (g) HRP shall have received opinions addressed to it, each Loan Party, dated the Incremental Amendment No. 1 Effective DateTime, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to HoldingsGranCare and New GranCare, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, from Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, special Ohio counsel to HoldingsVitalink, covering the Borrower matters set forth in Exhibits C and its SubsidiariesD respectively, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel and otherwise in form and substance reasonably ---------- - satisfactory to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the sameHRP; and (viih) a Committed Loan Notice New GranCare or Vitalink shall have paid all costs, expenses and taxes provided for in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the 4 hereof, as well as all fees and expenses currently --------- payable by New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementGranCare, Vitalink, GranCare, AMS Properties and GCIHCC under any Document.

Effectiveness. This Incremental Amendment, and Amendment shall be effective as of the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each Date upon satisfaction of the following conditions shall have been satisfiedprecedent: (a) Receipt by the Administrative Agent shall have received counterparts of copies of this Incremental Amendment duly executed by the Borrower and delivered the Required Lenders. (b) Receipt by the Administrative Agent of a certificate executed by a duly authorized officer Financial Officer or an Authorized Officer of each of the Borrower on the date hereof stating that (i) the Loan PartiesBorrower and each of its Subsidiaries are in compliance in all material respects with all existing material financial obligations and all material Requirements of Law, (ii) there does not exist any material order, decree, judgment, ruling or injunction or any material pending or threatened action, suit, investigation or proceeding against the Administrative Agent Borrower or any of its Subsidiaries, except as disclosed in the SEC Reports and the Quarterly Reports on Form 10-Q of the Borrower for the Fiscal Quarters ended June 30, 2022 and September 30, 2022, and (iii) (A) the New 2014 Term Lenders;Borrower is Solvent, (B) no Default or Event of Default exists, (C) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, and (D) since May 20, 2022, except as disclosed in the SEC Reports and the Quarterly Reports on Form 10-Q of the Borrower for the Fiscal Quarters ended June 30, 2022 and September 30, 2022, there has been no development or event relating to or affecting the Borrower or any of its Subsidiaries that has had or could be reasonably expected to have a Material Adverse Effect and no Material Adverse Change has occurred in the facts and information regarding the Borrower and its Subsidiaries as disclosed in the SEC Reports and the Quarterly Reports on Form 10-Q of the Borrower for the Fiscal Quarters ended June 30, 2022 and September 30, 2022. (bc) Receipt by the Administrative Agent of evidence satisfactory to it that the conditions precedent to the extension set forth in Section 2 above shall have been satisfied in accordance with the requirements of Section 2.5 of the Credit Agreement except to the extent waived hereunder. (d) The Borrower shall have paid to the Administrative Agent all fees and expenses due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of Lenders on the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) ; it being understood and agreed that the representations and warranties set forth in Section 5 hereof Borrower has agreed to pay each Approving Lender a fee equal to 0.04% of such Approving Lender’s Commitment, provided that such fee shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially payable only in the form of event that the certificates delivered on the Closing Maturity Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it Extension is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice approved in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 2.5 of the Credit Agreement.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental First Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) on which the Administrative Agent shall have received the following documents or other items, each dated the First Amendment Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of counterparts of this Incremental Amendment executed and delivered hereof signed by a duly authorized officer of each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) the Loan Partieseach Extending Bank, (ii) the Administrative Agent each Non-Extending Bank and (iii) the New 2014 Term LendersRequired Banks under the Existing Credit Agreement; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) receipt by the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of an opinion of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case General Counsel of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton Xxxx Xxxxxxxxx US LLP, subject to customary assumptions, qualifications and limitations; (vic) a Term Note duly executed and delivered receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in favor clauses (c) through (g), inclusive, of Section 3.03 of the Amended Credit Agreement have been satisfied as of the First Amendment Effective Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (d) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (e) receipt by the Administrative Agent and the Syndication Agent (or their respective permitted assigns) and by each New 2014 Term LenderBank Party of all fees, if anyincluding such fees that are owed to each Non-Extending Bank, requesting required to be paid in the samerespective amounts heretofore mutually agreed in writing, and all expenses required to be reimbursed pursuant to the terms of the Existing Credit Agreement and for which invoices have been presented, at least one (1) business day prior to the First Amendment Effective Date; (f) receipt by the Administrative Agent and the Banks of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56; and (viig) a Committed Loan Notice in accordance with Section 2.02(a) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Amended Credit Agreement; and (f) Borrower, the incurrence corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Bank Parties of the New 2014 Initial Term Loans First Amendment Effective Date, and such notice shall be conclusive and binding on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementall parties hereto.

Effectiveness. (a) This Incremental AmendmentAgreement shall become effective on ------------- the date (the "Effective Date") on which (i) Holdings, the Borrower, each -------------- Subsidiary Guarantor, each of the Banks, the Required Banks (determined immediately before the occurrence of the Effective Date) (or the consent of the Required Banks is obtained) and each of the Agents shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile device) the same to the Administrative Agent at its Notice Office and (ii) the conditions contained in Sections 5, 6 and 13.10(b) are met to the satisfaction of the Agents and the obligation Required Banks (determined immediately after the occurrence of the Effective Date). Unless the Administrative Agent has received actual notice from any Bank that the conditions contained in Sections 5 and 6 have not been met to its satisfaction, upon the satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Agents good faith determination that the conditions described in clause (ii) of the immediately preceding sentence have been met, then the Effective Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Effective Date shall not release the Borrower, Holdings or any Subsidiary Guarantor from any liability for failure to satisfy one or more of the applicable conditions contained in Section 5 or 6). The Administrative Agent will give the Borrower and each New 2014 Initial Bank prompt written notice of the occurrence of the Effective Date. (b) On the Effective Date, each Bank shall have delivered to the Administrative Agent for the account of the Borrower an amount equal to the Term Lender Loans and Revolving Loans to be made by such Bank on the Effective Date. Notwithstanding anything to the contrary contained in this Section 13.10(b), in satisfying the foregoing condition, unless the Agent shall have been notified by any Bank prior to the occurrence of the Effective Date that such Bank does not intend to make available to the New 2014 Initial Administrative Agent such Bank's Term Loan Loans and Revolving Loans required to be made by it pursuant to Section 2(a)(i) hereofon such date, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) then the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the Loan Partiesmay, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) in reliance on such assumption, make available to the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice corresponding amounts in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements provisions of Section 2.12 1.04, and the making available by the Agent of such amounts shall satisfy the Credit Agreementcondition contained in this Section 13.10(b).

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Second Amendment No. 1 Effective Date”) when the Administrative Agent has received each of the following conditions shall have been satisfiedfollowing, in form and substance satisfactory to the Administrative Agent: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered signed by a duly authorized officer of each of (i) the Loan PartiesParty, (ii) the Administrative Agent Agent, each Add-On Term Lender and (iii) the New 2014 Term Required Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to a certificate signed by each Loan Party certifying that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be Sections 3(a) through 3(e) are true and correct; (ec) favorable opinions of Xxxxx & Xxxxxxxxx LLP, counsel to the Loan Parties, addressed to the Lenders and the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)Agent; (iid) a certificate evidence that concurrently with the effectiveness of good standing (to this Amendment, the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan PartyBorrower will acquire Global HR Research, LLC; (iiie) a copy certified copies of the resolutions of the board of directors all documents evidencing any necessary corporate (or other governing bodysimilar) action, as applicable, of each Loan Party and any material third-party consents and governmental approvals (or a duly authorized committee thereofif any) authorizing (a) required for the execution, delivery and performance (including the intended use of the Add-On Term Loans) by each Loan Party of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunderAmendment; (ivf) certified copies of resolutions of the Governing Body of each Loan Party authorizing or ratifying the execution, delivery and performance by such Person of this Amendment; (g) certified copies of Uniform Commercial Code and other lien search reports dated a date reasonably near to the Second Amendment Effective Date, listing all effective financing statements that name any Loan Party (under its present name and any previous names) as debtor, together with copies of such financing statements; (h) a customary legal opinion pro forma Compliance Certificate giving effect to the Acquisition of Global HR Research, LLC and the Add-On Term Loans; (wi) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPall documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, special New York counsel including the Patriot Act; (j) certification that since December 31, 2014, there has been no event that constitutes or would reasonably be expected to Holdingshave a Material Adverse Effect; (k) evidence that all fees and other amounts that are then due and payable pursuant to the Fee Letter dated as of June 29, 2015 between the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower BMO Capital Markets Corp. and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) 15.6 of the Credit AgreementAgreement shall have been paid; (vl) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G joinder agreement with respect to any Add-On Lender that was not a party to the Credit Agreement; (vim) a evidence that on the Second Amendment Effective Date, after giving effect to the Add-On Term Note duly executed Loans and delivered by the Acquisition described in Section 4(h), the Borrower has a Total Leverage Ratio of less than 3.0 to 1.0; provided that solely for purposes of this Section 4(m), Total Leverage Ratio shall be calculated by including in favor Total Debt the unused portion of each New 2014 Term Lender, if any, requesting the sameRevolving Commitment Amount and excluding from Total Debt the amount of any Capitalized Lease Obligations; (n) the Revolving Oustandings shall not be greater than $30,000,000; and (viio) a Committed Loan Notice in accordance with Section 2.02(a) of such other documents as the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementAdministrative Agent or any Lender may reasonably request.

Effectiveness. This Incremental AmendmentAmendment shall become effective as of the date hereof, and the obligation Credit Agreement shall be amended and restated as provided herein as of each New 2014 Initial Term Lender to make such effective date, upon the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each satisfaction of the following conditions shall have been satisfiedprecedent: (a) the Administrative Borrowers, the Agent, and the Lenders whose consent is required to effect the amendments contemplated hereby shall have delivered duly and validly executed originals of this Amendment to the Agent (or its counsel); (b) the Agent (or its counsel) shall have received counterparts such additional documentation, including but not limited to officer's certificates, resolutions, good standing certificates, incumbency certificates and opinions of this Incremental Amendment counsel each in form and substance reasonably acceptable to the Agent and, where applicable, duly executed and delivered by a duly authorized officer of each of (i) the applicable Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCParty; (c) the Administrative Agent representations and the Arranger warranties in this Amendment shall have received be true and correct in all reasonable material respects (other than those representations and documented costs warranties that are subject to a materiality qualifier, which shall be true and expenses required to be paid or reimbursed under Section 10.04 correct in all respects) on and as of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental date of this Amendment No. 1 Effective Dateand after giving effect hereto; (d) on the representations effective date hereof, the Borrowers shall prepay any Revolving Loans outstanding on such date (and warranties set forth in pay any additional amounts required pursuant to Section 5 hereof shall be true and correct3.4 of the Credit Agreement) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date (giving effect to the Commitment Increase); (e) giving effect to the Administrative Agent shall have received: (i) a certificate of each Loan PartyCommitment Increase and the Commitment Maturity Date extensions effectuated hereby, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form aggregate principal amount of the certificates delivered on the Closing Commitments having a Commitment Maturity Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing bodyJune 6, as applicable2016, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreementshall be at least $450,000,000; and (f) the incurrence Agent shall have received, or shall concurrently receive (i) for the account of each Lender whose Commitment has a Commitment Maturity Date of June 6, 2016 (giving effect hereto), an upfront fee in an amount previously agreed on the aggregate principal amount such Lender's final allocated Commitment, (ii) such other fees as may be mutually agreed between the Lead Arranger and the Parent, and (iii) for the account of the New 2014 Initial Term Loans on applicable Person, payment of all other fees payable in connection with this Amendment, to the Incremental Amendment No. 1 Effective Date shall comply with extent invoiced at least two Business Days prior to the requirements of Section 2.12 of the Credit Agreementeffective date hereof.

Effectiveness. This Incremental Amendment, and the obligation (a) Paragraph 8 of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, this Amendment shall become effective on as of the date (the “Incremental Amendment No. 1 Required Lender Effective Date”) when each on which all of the following conditions shall precedent have been satisfied: (ai) The Administrative Agent shall have received (i) counterparts hereof duly executed by Gannett and the Administrative Agent and (ii) an executed consent letter from Existing Lenders constituting Required Lenders authorizing the Administrative Agent to enter into this Amendment; (ii) The Lenders and the Administrative Agent shall have received counterparts all fees required to be paid on or before the date hereof in connection with this Amendment or the Credit Agreement. (b) Paragraphs 2 through 7 of this Incremental Amendment executed and delivered by a duly authorized officer shall become effective as of each the date (the “Unanimous Lender Effective Date”) on which all of the following conditions precedent have been satisfied: (i) the Loan Parties, The Administrative Agent shall have received (iii) counterparts hereof duly executed by Gannett and the Administrative Agent and (iiiii) an executed consent letter from each Existing Lender (other than any Existing Lender which is an Exiting Lender (as defined below)) and each New Lender authorizing the New 2014 Term LendersAdministrative Agent to enter into this Amendment; (bii) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the The Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 a certificate from the Secretary of Gannett certifying, as of the Credit Agreement date of this Amendment, to resolutions duly adopted by the Board of Directors of Gannett or a duly authorized committee thereof authorizing Gannett’s execution and delivery of this Amendment and the Engagement Letter for which invoices have been presented three Business Days prior to making of the Incremental Amendment No. 1 Effective Date;Borrowings; and (diii) the representations The Lenders and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated received all fees required to be paid on or before the Incremental date hereof in connection with this Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreement.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Refinancing Amendment shall become effective on as of the date (the “Incremental First Refinancing Amendment No. 1 Effective Date”, which date was August 13, 2018) when on which each of the following conditions shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received counterparts of this Incremental Refinancing Amendment executed and delivered by a duly authorized officer of each that, when taken together, bear the signatures of (i) the Loan PartiesHoldings, (ii) the Administrative Agent and Borrower, (iii) each other Loan Party that is party hereto, (iv) the New 2014 Administrative Agent, (v) each 2018 Other Term LendersLender specified on Schedule 2.01 and (vi) solely with respect to Section 3 hereof, the Lenders constituting Required Lenders (immediately after giving effect to the incurrence of the 2018 Other Term Loans); (b) the Borrower Administrative Agent shall have paid all fees due and payable received a solvency certificate substantially in the form of Exhibit B to the Arranger pursuant Credit Agreement (with appropriate modifications to that certain engagement letter, dated as reflect the consummation of June 3, 2014 (the “Engagement Letter”transactions contemplated by this Refinancing Amendment on the First Refinancing Amendment Effective Date), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable such other documents and documented costs certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and expenses required to be paid or reimbursed under Section 10.04 good standing of each Loan Party and the authorization of this Refinancing Amendment and amendment of the Credit Agreement or and the Engagement Letter for which invoices have been presented three Business Days prior other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Incremental Amendment No. 1 Effective DateAdministrative Agent; (d) the representations and warranties set forth in Section 5 hereof Administrative Agent shall be true and correcthave received a customary legal opinion of Xxxxxx & Xxxxxxx LLP, special New York counsel to the Loan Parties; (e) the Administrative Agent shall have received:received a certificate of a Responsible Officer of the Borrower dated as of the First Refinancing Amendment Effective Date (i) as to the accuracy in all material respects of the representations and warranties specified in Section 4 hereof and (ii) certifying that the condition set forth in clause (f) below has been satisfied; (f) no Default exists as of the First Refinancing Amendment Effective Date, both immediately before and immediately after giving effect to this Refinancing Amendment and the transactions contemplated hereby; (g) the Administrative Agent and the Refinancing Amendment Arrangers, as applicable, shall have received (or will receive substantially simultaneously with the funding of the 2018 Other Term Loans) payment of all fees and other amounts due and payable on or prior to the First Refinancing Amendment Effective Date and, to the extent invoiced at least 2 Business Days prior to the First Refinancing Amendment Effective Date (or such later date as the Borrower may agree), reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, including the reasonable and reasonably documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent; (h) the Borrower shall have made (or substantially concurrently with the funding of the 2018 Other Term Loans will make) the First Refinancing Amendment Prepayment; and (i) the Administrative Agent shall have received a certificate “Life-of-Loan” Federal Emergency Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower, and evidence of each Loan Partyflood insurance in compliance with the Flood Program, dated in the Incremental event any Mortgaged Property is located in a special flood hazard area. The Administrative Agent shall notify the Borrower and the 2018 Other Term Lenders of the First Refinancing Amendment No. 1 Effective Date, executed by two Responsible Officers of and such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery notice shall be conclusive and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementbinding.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, The Amendment shall become effective on the date ------------- (the “Incremental Amendment No. 1 "Effective Date”") when each of satisfaction of the following conditions shall have been satisfied:precedent: -------------- (a) the The General Administrative Agent shall have received (i) counterparts of this Incremental Amendment Amendment, duly executed and delivered by a duly authorized officer of Holdings, the Borrowers, each of (i) U.S. Revolving Credit Lender having its U.S. Revolving Credit Commitment increased by this Amendment and the Loan Parties, Required Lenders and (ii) the Administrative Agent and (iii) the New 2014 Term Lenders;a Lender Addendum duly executed by each U.S. Revolving Credit Lender having its U.S. Revolving Credit Commitment increased or decreased by this Amendment. (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the The General Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) received a copy of the resolutions resolutions, in form and substance satisfactory to the General Administrative Agent, of the board boards of directors or other governing body, as applicable, of Holdings and each Loan Party (or a duly authorized committee thereof) of the Borrowers authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) and, in the case of the U.S. Borrower, the borrowings of under the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiariesincreased U.S. Revolving Credit Commitment, in each case substantially in the form case, certified by a Responsible Officer thereof as of the respective opinions delivered on date hereof, which certificate shall be in form and substance satisfactory to the Closing Date pursuant to Section 4.01(a)(vi) of General Administrative Agent and shall state that the Credit Agreement;resolutions thereby certified have not been amended, modified, revoked or rescinded. (vc) a solvency certificate from the chief financial officer of the BorrowerThe General Administrative Agent shall have received, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G Date and addressed to the Credit Agreement;General Administrative Agent and the Lenders, an opinion of Ropes & Xxxx in form and substance satisfactory to the General Administrative Agent. (vid) a Term Note duly executed All corporate and delivered by the Borrower other proceedings, and all documents, instruments and other legal matters in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply connection with the requirements of Section 2.12 of transactions contemplated by this Amendment shall be satisfactory in form and substance to the Credit AgreementGeneral Administrative Agent.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Amendment No"AMENDMENT NO. 1 Effective Date”3 EFFECTIVE DATE") when each of the following conditions shall have been is satisfied: (a) receipt by the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of from each of the Borrower and Banks comprising the Required Banks of a counterpart hereof signed by such party or facsimile or other written confirmation (i) the Loan Parties, (ii) in form satisfactory to the Administrative Agent and (iiiAgent) the New 2014 Term Lendersthat such party has signed a counterpart hereof; (b) receipt by the Administrative Agent of $50,000,000 to be applied substantially simultaneously with the receipt thereof as prepayment of Term Loans or Working Capital Loans or both, as the Borrower shall have paid all fees due and payable may elect, such prepayment to be funded by a substantially simultaneous cash contribution of equity capital to the Arranger pursuant Borrower by its partners or their Affiliates (the parties hereby agree that to the extent such prepayment is of the Term Loans, the amount thereof will be applied to subsequent Term Loan Installment Amounts in forward order of maturity or as the Borrower may otherwise elect by notice to the Administrative Agent not later than the Amendment No. 3 Effective Date), provided that the Borrower may elect to defer satisfaction of the condition specified in this subsection (b) to a date not later than April 15, 2002 by notice to the Administrative Agent to that certain engagement lettereffect, dated as in which event (i) the Amendment No. 3 Effective Date will occur, and this Amendment shall become effective on the date on which each of June 3the other conditions specified in this Section 8 is satisfied and (ii) in the event that the condition specified in this subsection (b) is not satisfied on or prior to April 15, 2014 (2002, then this Amendment shall cease to be effective, and for purposes of determining whether an Event of Default exists under the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCCredit Agreement shall be deemed never to have been effective; (c) receipt by the Administrative Agent and of payment of (i) an amendment fee for the Arranger account of each Bank which shall have received approved this Amendment on or prior to March 27, 2002 in an amount equal to 0.25% of such Bank's Total Exposure (after giving effect to any prepayment of the Term Loans on such date) and (ii) all reasonable and documented costs fees and expenses required invoiced not less than two Domestic Business Days prior to be paid or reimbursed under the Amendment No. 3 Effective Date payable by the Borrower in connection with this Amendment pursuant to Section 10.04 9.03 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Dateotherwise; (d) receipt by the representations Administrative Agent of an instrument or instruments in form and warranties set forth in Section 5 hereof shall be true and correctsubstance reasonably satisfactory to the Administrative Agent pursuant to which the license to the Borrower of Intellectual Property Rights pursuant to the Borrower's Partnership Agreement is confirmed; (e) receipt by the Collateral Agent of duly executed counterparts of each supplemental Collateral Document set forth in Exhibit A hereto, together with evidence reasonably satisfactory to it of the perfection of the Liens created thereby (or arrangements therefor) and of the payment by the Borrower of all filing fees and other expenses payable in connection therewith; (f) receipt by the Administrative Agent shall have received:of one or more opinions of counsel reasonably satisfactory to the Administrative Agent and its counsel covering the matters addressed in Exhibit B attached hereto with reference to the Loan Documents after giving effect to this Amendment; and (ig) a certificate receipt by the Administrative Agent of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (all documents it may reasonably request relating to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case existence of the Borrower, the borrowings legal authority for and the validity of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPAgreement as amended hereby, special New York counsel and any other matters relevant hereto, all in form and substance reasonably satisfactory to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, Administrative Agent; provided that the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 3 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementhave occurred on or before March 31, 2002.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Third Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) on which the Administrative Agent shall have received the following documents or other items, each dated the Third Amendment Effective Date unless otherwise indicated: (a) receipt by the Administrative Agent of counterparts of this Incremental Amendment executed and delivered hereof signed by a duly authorized officer of each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), including receipt of consent from (i) the Loan Partieseach Extending Bank, (ii) the Administrative Agent each Non-Extending Bank and (iii) the New 2014 Term LendersRequired Banks under the Existing Credit Agreement; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) receipt by the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of an opinion of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case General Counsel of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton Xxxx Xxxxxxxxx US LLP, subject to customary assumptions, qualifications and limitations; (vic) a Term Note duly executed and delivered receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in favor clauses (c) through (g), inclusive, of Section 3.03 of the Amended Credit Agreement have been satisfied as of the Third Amendment Effective Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (d) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (e) receipt by the Administrative Agent and the Syndication Agent (or their respective permitted assigns) and by each New 2014 Term LenderBank Party of all fees, if anyincluding such fees that are owed to each Non-Extending Bank, requesting required to be paid in the samerespective amounts heretofore mutually agreed in writing, and all expenses required to be reimbursed pursuant to the terms of the Existing Credit Agreement and for which invoices have been presented, at least one (1) business day prior to the Third Amendment Effective Date; (f) receipt by the Administrative Agent and the Banks of a Beneficial Ownership Certification on the Third Amendment Effective Date and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56) and the FinCEN beneficial ownership regulations under the Beneficial Ownership Regulation; and (viig) a Committed Loan Notice in accordance with Section 2.02(a) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Amended Credit Agreement; and (f) Borrower, the incurrence corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Bank Parties of the New 2014 Initial Term Loans Third Amendment Effective Date, and such notice shall be conclusive and binding on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementall parties hereto.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective as of the first date on which the date following conditions precedent have been satisfied (or waived in accordance with Section 10.01 of the Credit Agreement) (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied:): (a) the Administrative Agent (or its counsel) shall have received counterparts from the Borrower, the Required Lenders and the Administrative Agent either (i) a counterpart of this Incremental Amendment executed signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) the Administrative Agent (or its counsel) shall have received a certificate, dated the Amendment Effective Date and delivered signed by the President and Chief Executive Officer, a duly authorized officer Vice President or a Financial Officer of each of the Borrower, confirming (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as accuracy of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true 3 of this Amendment and correct; (eii) the absence of any Default or Event of Default; (c) all fees and out-of-pocket expenses of the Administrative Agent shall have received: and its applicable Affiliates required to be paid on or before the Amendment Effective Date pursuant to (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) 10.04 of the Credit Agreement (together with the attachments described therein); and (ii) a certificate that certain Fee Letter, dated as of good standing the date hereof, between the Borrower and BofA Securities, Inc., shall have been paid; and (d) the Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least three (3) days prior to the Amendment Effective Date, plus such concept exists) from 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 applicable secretary Amendment Effective Date (provided that such estimate shall not thereafter preclude a final settling of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, accounts between the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementAdministrative Agent).

Effectiveness. This Incremental Amendment, Amendment and the obligation amendment and restatement of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Original Credit Agreement as set forth in Section 2(a)(i) hereof, 1 hereof shall become effective on as of the first date (such date being referred to as the “Incremental Amendment No. 1 Restatement Effective Date”) when that each of the following conditions shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each that, when taken together, bear the signatures of (i) the Loan PartiesHoldings, (ii) the Administrative Agent and Foreign Holdings, (iii) the New 2014 Borrower, (iv) Parent, (v) each Other Parent Guarantor, (vi) each other Guarantor, (vii) the Required Lenders and (viii) each Extended Maturity Term LendersLender; (b) Term Lenders have consented to convert not less than $1,000,000,000 aggregate principal amount of Term Loans made on the Borrower shall have paid all fees due and payable Closing Date into Extended Maturity Term Loans (after giving effect to the Arranger prepayment to be made pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”Section 2.05(c)(i)(x), among the Borrower, the Arranger and TPG Capital BD, LLC); (c) the Administrative Agent and Initial New Senior Secured Notes Issuance permitted under Section 7.03(w) of the Arranger Restated Credit Agreement shall have received all reasonable and documented costs and expenses required to been consummated or shall be paid or reimbursed under Section 10.04 consummated substantially contemporaneously with the effectiveness of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Datethis Amendment; (d) the representations and warranties set forth in Section 5 hereof arrangers of this Amendment shall be true and correcthave received the Borrower’s Form 10-K for the fiscal year ended December 31, 2009; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Partyreceived documents and certificates relating to the organization, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of existence and good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) and the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case authorization of the BorrowerLoan Documents and transactions contemplated hereby, all in form and substance reasonably satisfactory to the borrowings of the New 2014 Term Loans contemplated hereunderAdministrative Agent; (ivf) the Administrative Agent shall have received a customary favorable legal opinion of (w) Xxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, special New York counsel to the Loan Parties, addressed to the Lenders, the Administrative Agent, the Collateral Agent, the Incremental Collateral Agent, the Swing Line Lender, each L/C Issuer and each arranger of this Amendment, dated the Restatement Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, which the Loan Parties hereby request such counsel to deliver; (g) the Administrative Agent shall have received a favorable legal opinion of Xxxxxxx, Xxxx & Xxxxxxx, counsel to the Loan Parties incorporated in Bermuda, addressed to the Lenders, the Administrative Agent, the Collateral Agent, the Incremental Collateral Agent, the Swing Line Lender, each L/C Issuer and each arranger of this Amendment, dated the Restatement Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, which the Loan Parties hereby request such counsel to deliver; (h) the representations and warranties of Holdings, Foreign Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower Parent set forth in Section 6 hereof shall be true and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form correct as of the respective opinions delivered on Restatement Effective Date, and the Closing Administrative Agent shall have received a certificate, dated the Restatement Effective Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) and signed by a solvency certificate from Responsible Officer or the chief financial executive officer of the Borrower, dated confirming the Incremental accuracy thereof, which shall be in form and substance reasonably satisfactory to the Administrative Agent; and (i) the Administrative Agent and the arrangers of this Amendment, as applicable, shall have received payment of the Amendment No. 1 Fees and all other amounts due and payable on or prior to the Restatement Effective Date, substantially in the form including reimbursement or payment of Exhibit G all reasonable and documented out-of-pocket costs and expenses required to the Credit Agreement; (vi) a Term Note duly executed and delivered be reimbursed or paid by the Borrower in favor connection with this Amendment; (j) the First Lien Intercreditor Agreement shall substantially contemporaneously with the effectiveness of each this Amendment be entered into by the Collateral Agent, the Incremental Collateral Agent, the directing agent thereunder and a collateral agent on behalf of the secured parties under the New 2014 Term Lender, if any, requesting Senior Secured Notes issued on the sameRestatement Effective Date; and (viik) a Committed Loan Notice in accordance the Borrower shall substantially contemporaneously with the effectiveness of this Amendment: (i) make an optional pro rata prepayment of Revolving Credit Loans pursuant to Section 2.02(a2.05(a)(i) of the Amended Restated Credit Agreement; and (f) the incurrence Agreement in an aggregate Dollar Amount equal to not less than 15% of the New 2014 gross proceeds of the Initial Term Senior Secured Notes Issuance and (ii) permanently reduce the Revolving Credit Commitments pursuant to Section 2.06(a) of the Restated Credit Agreement in an aggregate amount equal to the prepayment of Loans made pursuant to clause (i) above. Execution and delivery of this Amendment by the Borrower on or prior to the Incremental Amendment No. 1 Restatement Effective Date shall comply with be deemed to satisfy the notice requirements of Section 2.12 the Restated Credit Agreement in connection with such prepayment and reduction of Revolving Credit Commitments. The Administrative Agent shall notify the Borrower and the Lenders of the Credit AgreementRestatement Effective Date, and such notice shall be conclusive and binding.

Effectiveness. This Incremental AmendmentAgreement shall become effective, and the obligation amendments provided for herein shall be effective as provided herein as of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each , upon the satisfaction of the following conditions shall have been satisfiedprecedent: (a) the The Administrative Agent shall have received counterparts multiple original counterparts, as requested by the Administrative Agent, of this Incremental Amendment Agreement, duly and validly executed and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case officers of the Borrower, the borrowings Guarantors, the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Lenders. (b) The Administrative Agent shall have received a secretary’s certificate from the Borrower certifying (A) officers’ incumbency, (B) the resolutions of the New 2014 Term Loans contemplated hereunder;Board of Directors of the Borrower authorizing this Agreement, and (C) true and complete copies of its organizational documents or that no changes have occurred to such organizational documents since copies of such documents were certified to the Administrative Agent with the closing of the Credit Agreement on March 31, 2008. (ivc) a customary legal opinion No Default, other than the Existing Default, shall have occurred and be continuing as of the Effective Date or as of the date this Agreement is entered into. (d) The representations and warranties in this Agreement shall be true and correct in all material respects. (e) The Borrower shall have paid to the Administrative Agent (i) for the account of each Lender, an amendment fee equal to 0.50% of the sum of (wa) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPsuch Lender’s Revolving Commitment plus (b) such Lender’s pro rata share of the outstanding principal amount of all Term Advances; and (ii) all fees and expenses of the Administrative Agent’s outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the Effective Date. The Borrower and Xxxxx Fargo Bank, special New York counsel N.A. hereby acknowledge and agree that the amendment fee provided for in clause (i) is the upfront fee referred to Holdings, in the fee letter between the Borrower and its SubsidiariesXxxxx Fargo Bank, (x) BeneschN.A. dated March 6, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreement2009.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Agreement shall become effective on upon its execution by the date (Additional Guarantor, each Borrower, each Guarantor and each Agent and receipt by the “Incremental Amendment No. 1 Effective Date”) when each Agents of the following conditions shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed following, in each case in form and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable substance reasonably satisfactory to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have receivedAgents: (i) a certificate of each Loan Partyoriginal counterparts to this Agreement, dated the Incremental Amendment No. 1 Effective Date, duly executed by two Responsible Officers of such Loan Partyeach Borrower, substantially in each Guarantor, the form of Additional Guarantor and the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (Agents, together with the attachments described therein)Schedules referred to in Section 2(b) hereof; (ii) a certificate of good standing (Supplement to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Security Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G C to the Credit Security Agreement (the "Security Agreement Supplement"), duly executed by the Additional Guarantor, and any instruments of assignment or other documents required to be delivered to the Agents pursuant to the terms thereof; (iii) a Pledge Amendment to the Security Agreement to which the parent company of the Additional Guarantor is a party, in substantially the form of Exhibit A to the Security Agreement, duly executed by such parent company and providing for [IF ADDITIONAL GUARANTOR IS A DOMESTIC ENTITY: all Equity Interests of the Additional Guarantor][IF ADDITIONAL GUARANTOR IS A FOREIGN ENTITY: sixty-five percent (65%) of the Equity Interest of the Additional Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof; (A) certificates, if any, representing 100% of the issued and outstanding Equity Interests of the Additional Guarantor and each Subsidiary of the Additional Guarantor and (B) all original promissory notes of such Additional Guarantor, if any, in each case, that are required to be delivered under the Loan Documents, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request; (v) to the extent required under the Financing Agreement a Mortgage, in form and substance reasonably satisfactory to the Collateral Agent (the "Additional Mortgage"), duly executed by the Additional Guarantor, with respect to the real property owned or leased, as applicable, by the Additional Guarantor, together with all other applicable Real Property Deliverables, agreements, instruments and documents as the Collateral Agent may reasonably require whether comparable to the documents required under Section 7.01(o) of the Financing Agreement or otherwise; (vi) a Term Note (A) appropriate UCC-1 financing statements duly executed and delivered filed in such office or offices as may be reasonably necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Borrower in favor Security Agreement Supplement and any Mortgage and (B) evidence reasonably satisfactory to the Collateral Agent of each New 2014 Term Lender, if any, requesting the same; andfiling of such UCC-1 financing statements; (vii) a Committed favorable written opinion of counsel to the Loan Notice in accordance with Section 2.02(a) of Parties as to such matters as the Amended Credit AgreementAgents may reasonably request; and (fviii) such other agreements, instruments or other documents reasonably requested by the incurrence Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by the Security Agreement Supplement or any Additional Mortgage or otherwise to effect the intent that the Additional Guarantor shall become bound by all of the New 2014 Initial Term Loans on terms, covenants and agreements contained in the Incremental Amendment No. 1 Effective Date Loan Documents and that all property and assets of such Subsidiary shall comply with become Collateral for the requirements Obligations free and clear of Section 2.12 of the Credit Agreementall Liens other than Permitted Liens.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when on which each of the following conditions shall have been satisfied:satisfied or waived (the “First Amendment Effective Date”): (a) the Administrative Agent shall have received counterparts from the Borrowers, Holdings, each other Guarantor, the Administrative Agent, the Collateral Agent and each Lender, a duly executed counterpart of this Incremental Amendment executed and delivered by a duly authorized officer signed on behalf of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenderssuch party; (b) all of the Borrower representations and warranties contained herein and in Section 4 of the Credit Agreement and in each other Credit Document (in each case, as amended by this Amendment) shall be true and correct in all material respects both immediately before and after giving effect to this Amendment (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have paid been true and correct in all fees due material respects (except for those representations and payable to the Arranger pursuant to warranties that certain engagement letterare qualified by materiality, dated which shall have been true and correct in all respects) on and as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCsuch earlier date; (c) the Administrative Agent both immediately before and the Arranger after giving effect to this Amendment, no Default or Event of Default shall have received all reasonable occurred and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Datecontinuing; (d) Amendment No. 1 to Second Lien Credit and Guaranty Agreement, dated as of the representations and warranties set forth date hereof, shall have become effective in Section 5 hereof shall be true and correctaccordance with its terms; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated received evidence reasonably satisfactory to it that the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in Borrowers have made the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)Second Lien Prepayment; (iif) The Administrative Agent shall have received a certificate customary written opinion of good standing (Xxxxx Day, special U.S. counsel for the Credit Parties addressed to the extent such concept exists) from Administrative Agent, the applicable secretary of state of Collateral Agent and the state of organization of each Lenders (including the 2017 Incremental Term Loan PartyLenders), and dated the First Amendment Effective Date; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (ag) the execution, delivery Administrative Agent shall have received Funding Notices in accordance with Sections 2.1(d) and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi2.2(e) of the Credit Agreement, together with a flow of funds memorandum with respect to the 2017 Incremental Term Loans and the Revolving Loans requested on the First Amendment Effective Date and any of the other transactions contemplated by this Amendment to occur on the First Amendment Effective Date (including the Second Lien Prepayment); (vh) the Administrative Agent shall have received a solvency certificate from the chief financial officer Conversion/Continuation Notice pursuant to Section 2.9 of the BorrowerCredit Agreement for all outstanding borrowings of initial Term Loans (which shall include the pro rata portion of the 2017 Incremental Term Loans as provided above) and all Revolving Loans for Interest Periods as selected in such Conversion/Continuation Notice that begins on the First Amendment Effective Date (the “Existing Term Loans Notice”); it being agreed that the Borrowers shall be permitted to select an Interest Period ending on October 31, dated the Incremental Amendment No. 1 Effective Date2017 and/or December 29, substantially in the form of Exhibit G 2017, pursuant to the Credit Agreement; (vi) a such Existing Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the sameLoans Notice; and (viii) a Committed Loan Notice in accordance with Section 2.02(aall reasonable and documented expenses and other compensation payable to Macquarie Capital (USA) of Inc. as sole lead arranger and sole bookrunner for this Amendment and the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial 2017 Incremental Term Loans on (in such capacity, the “Incremental Amendment No. 1 Effective Date shall comply with Term Loan Lead Arranger”) and the requirements of Administrative Agent, pursuant to Section 2.12 10.2 of the Credit AgreementAgreement or otherwise, shall have been paid (or netted from the proceeds of the 2017 Incremental Term Loans to the extent agreed by the parties hereto) to the extent earned, due and owing and otherwise reimbursable pursuant to the terms thereof and, in the case of expenses, invoiced at least two Business Days prior to the First Amendment Effective Date.

Effectiveness. This Incremental Amendment, The terms and the obligation conditions of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, this Amendment shall become effective as part of the terms and conditions of the Credit Agreement for any and all purposes on the first date (the “Incremental Amendment No. 1 Effective Date”) when each of on which the following conditions shall have been satisfied: (ai) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) the Required Lenders and (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. (ii) The Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by from the Borrower a duly authorized officer consent fee payable in Dollars for the account of each of (i) the Loan Parties, (ii) Lender that has returned an executed counterpart to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time on Wednesday, June 29, 2011 (the “Consent Deadline” and each such Lender, a “Consenting Lender”) equal to 0.15% of the aggregate principal amount of the Loans and Commitments held by such Consenting Lender as of the Consent Deadline. (iii) the New 2014 Term Lenders; (b) the Borrower The Agents shall have paid received, in immediately available funds, payment or reimbursement of all fees costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable to the Arranger in connection with this Amendment or pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or Agreement, including, to the Engagement Letter for which invoices have been presented three extent invoiced at least one Business Days Day prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers the reasonable fees, charges and disbursements of such Loan Party, substantially in counsel for the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder;Administrative Agent. (iv) Each Loan Party set forth on Schedule I hereto shall have entered into a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiariesreaffirmation agreement, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G and substance reasonably satisfactory to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementAdministrative Agent.

Effectiveness. This Incremental AmendmentExcept as expressly provided in the next succeeding paragraph of this Section 5, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, this Amendment shall become effective on as of the date first above written (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfiedwhen: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each that, when taken together, bear the signatures of (i) the each Loan PartiesParty, (ii) the Administrative Agent and each 2018 Term Lender, (iii) each 2018 Revolving Lender and (iv) lenders under the New 2014 Term LendersExisting Credit Agreement that, immediately prior to the effectiveness of this Amendment, constitute the Required Lenders (as defined therein); (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger Lenders (including, without limitation, the 2018 Term Lenders and the 2018 Revolving Lenders) shall have received payment of all reasonable and documented costs fees and expenses required to be paid or reimbursed by the Borrower or any other Loan Party under or in connection with this Amendment and any other Loan Document, including those expenses set forth in Section 10.04 10 hereof; (c) the representations and warranties set forth in Section 4 hereof shall be true and correct as of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations Administrative Agent shall have received from the Borrower, in accordance with Section 2.3 of the Restated Credit Agreement, a Notice of Borrowing with respect to the funding of the 2018 Term Loans and warranties set forth in Section 5 hereof shall be true and correctthe 2018 Revolving Loans, if applicable, on the Amendment No. 1 Effective Date; (e) the Administrative Agent shall have received: (i) received from the Borrower, in accordance with Section 5.1 of the Existing Credit Agreement, a certificate notice of each Loan Party, dated prepayment with respect to the Incremental prepayment of all the outstanding principal amount of the Initial Term Loans on the Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence conditions set forth in Section 7.1 of the New 2014 Initial Term Loans on Restated Credit Agreement shall have been satisfied (or waived in accordance with Section 13.12 of the Incremental Restated Credit Agreement). Notwithstanding the foregoing, Section 5.1(b) of the Existing Credit Agreement shall be amended and restated as set forth in Section 5.1(b) of Annex A hereto effective immediately upon the Administrative Agent having received counterparts of this Amendment No. 1 Effective Date shall comply with that, when taken together, bear the requirements signatures of (i) each Loan Party and (ii) lenders under the Existing Credit Agreement that, immediately prior to the effectiveness of such amendment of Section 2.12 5.1(b) of the Existing Credit Agreement, constitute the Required Lenders.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, RCF Amendment shall become effective on as of the date (the “Incremental RCF Amendment No. 1 Effective Date”) when on which each of the following conditions shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received counterparts of this Incremental RCF Amendment executed and delivered by a duly authorized officer of each that, when taken together, bear the signatures of (i) the Loan PartiesHoldings, (ii) the Borrower, (iii) each other Loan Party, (iv) the Administrative Agent and (iiiv) the New 2014 Term Revolving Credit Commitment Increase Lenders; (b) the Borrower Administrative Agent shall have paid all fees due received a certificate signed by a Responsible Officer of the Borrower (A) certifying that the conditions precedent set forth in Sections 4.02(a) and payable to (b) of the Arranger pursuant to that certain engagement letter, dated Credit Agreement shall have been satisfied on and as of June 3the Incremental RCF Amendment Effective Date, 2014 (the “Engagement Letter”B) certifying compliance with clauses (A), among (B) and (C) of Section 2.14(a)(i) of the Borrower, Credit Agreement and (C) containing the Arranger true and TPG Capital BD, LLCcomplete calculations (in reasonable detail) required to show compliance with Section 2.14(a)(i)(B) and Section 2.14(a)(i)(C) of the Credit Agreement; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required a certificate from the chief financial officer of the Borrower substantially in the form of the certificate delivered pursuant to be paid or reimbursed under Section 10.04 4.01(a)(vi) of the Credit Agreement or (with appropriate modifications to reflect the Engagement Letter for which invoices have been presented three Business Days prior consummation of the transactions contemplated by this Incremental RCF Amendment on the Incremental RCF Amendment Effective Date) attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) after giving effect to this Incremental RCF Amendment No. 1 Effective Dateand the 2014 Revolving Credit Commitment Increases established pursuant hereto; (d) the representations Administrative Agent shall have received such other documents and warranties set forth certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Incremental RCF Amendment and amendment of the Credit Agreement and the other transactions contemplated hereby, all in Section 5 hereof shall be true form and correctsubstance reasonably satisfactory to the Administrative Agent; (e) the Administrative Agent shall have received: received favorable customary legal opinions of (i) a certificate of Young Xxxxxxx Stargatt & Xxxxxx LLP, Delaware counsel to the Loan Parties and (ii) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, in each Loan Partycase, as to any matter reasonably requested by the Administrative Agent, addressed to the Lenders and the Administrative Agent, dated the Incremental RCF Amendment No. 1 Effective DateDate and in form and substance reasonably satisfactory to the Administrative Agent, executed by two Responsible Officers of which the Loan Parties hereby request such Loan Party, substantially in the form counsel to deliver; (f) all of the certificates delivered on the Closing Date pursuant to conditions specified in Section 4.01(a)(v) 2.14 of the Credit Agreement (together with the attachments described therein);respect to Revolving Credit Commitment Increases shall have been satisfied; and (iig) a certificate the Administrative Agent and the arrangers of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing bodythis Incremental RCF Amendment, as applicable, shall have received payment of each all fees and other amounts due and payable on or prior to the Incremental RCF Amendment Effective Date and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Party (or a duly authorized committee thereof) authorizing (a) Document, including the executionreasonable fees, delivery charges and performance disbursements of this Incremental Amendment (counsel for the Administrative Agent and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, arrangers. The Administrative Agent shall notify the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form Lenders of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental RCF Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date such notice shall comply with the requirements of Section 2.12 of the Credit Agreementbe conclusive and binding.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective as of the date hereof on the date when the following conditions are met (the “Incremental Amendment No. 1 5 Effective Date”) when each of the following conditions shall have been satisfied:): (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of from each of the Company, each Borrowing Subsidiary, each other Guarantor and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (i) the Loan Parties, (ii) in form satisfactory to the Administrative Agent and (iiiAgent) the New 2014 Term Lendersthat such party has signed a counterpart hereof; (b) the Borrower Administrative Agent (i) shall have paid all fees due received executed copies of the definitive documentation for the Exchange Transactions (including without limitation the terms of any New Secured Notes and payable Series B Preferred Stock to be issued in the Exchange Transactions) and (ii) shall be satisfied that the Exchange Transactions (including without limitation the terms of any New Secured Notes and Series B Preferred Stock to be issued in the Exchange Transaction) shall have been consummated on the principal terms set forth in the Registration Statement, and, in the case of New Secured Notes, such other terms not materially prejudicial to the Arranger pursuant interests of the Lenders as may be satisfactory in form and substance to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCAdministrative Agent; (c) the Administrative Agent Collateral and the Arranger Guarantee Requirement shall have received all reasonable and documented costs and expenses required been satisfied with respect to be paid or reimbursed under Section 10.04 of any Credit Party in existence on the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Exchange Closing Date; (d) the Administrative Agent and the Collateral Agent shall have received legal opinions, each dated the Amendment No. 5 Effective Date and in form and substance satisfactory to them, of (i) King & Spalding LLP, special New York counsel to the Credit Parties, (ii) Xxxxxx X. Xxxxxxxxx, Deputy General Counsel of the Company, and (iii) Xxxxxxx, Xxxx & Xxxxxxx, special Bermuda counsel to the Credit Parties; (e) after giving effect to the Exchange Transactions, (i) the representations and warranties set forth in Section 5 hereof the Loan Documents shall be true and correctcorrect in all material respects on and as of the Amendment No. 5 Effective Date (except with respect to representations and warranties which specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date) and (ii) no Potential Default or Event of Default will have occurred and be continuing on such date; (ef) the Administrative Agent shall have received: (i) a certificate received an organizational chart, in form, substance and detail satisfactory to the Administrative Agent, showing the corporate structure of each Loan Party, dated the Incremental Parent and all of its Subsidiaries as of the Amendment No. 1 5 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in Date after giving effect to the form Exchange Transactions; and (g) the Administrative Agent shall have received evidence satisfactory to it of the certificates delivered on payment by the Closing Date Company (or provision for payment) of all fees and expenses owed by it pursuant to Section 4.01(a)(v) of the Credit Agreement (together with including without limitation the attachments described therein); (iifees and expenses of Xxxxx Xxxx &Wardwell and Ernst &Young Corporate Finance LLC) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to for which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementinvoices have theretofore been rendered.

Effectiveness. This Incremental Amendment, Amendment and the obligation of each New 2014 Initial 2022 Incremental Term Lender to make the New 2014 Initial a 2022 Incremental Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective on as of the date (the “Incremental Ninth Amendment No. 1 Effective Date”) when on which each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received each of the following, dated as of the Ninth Amendment Effective Date (unless otherwise agreed to by the Administrative Agent), in form and substance satisfactory to the Administrative Agent: (i) this Amendment, duly executed and delivered by the Borrower, the Guarantors, each Existing Lender, each 2022 Incremental Term Lender and the Administrative Agent; and (ii) the legal opinion of (A) the Borrower’s general counsel, or other counsel reasonably acceptable to the Administrative Agent, (B) Xxxxxx Xxxx Xxxxxxxxx US LLP, counsel to the Borrower and its Subsidiaries and (C) Xxxxxx Xxxxxx, PLLC, Nevada special counsel to the Borrower and certain of its Subsidiaries; (iii) the Administrative Agent shall have received counterparts a certificate of this Incremental Amendment executed and delivered by a duly authorized the secretary or similar officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, Party dated as of June 3, 2014 the Ninth Amendment Effective Date and certifying (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (ca) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) attached thereto is a copy of the resolutions resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors or other managing member (or equivalent governing body, as applicable, ) of each Loan Party (or a duly authorized committee thereof) authorizing (ax) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party the Amended Credit Agreement and (by) in the case of the Borrower, the borrowings extensions of credit contemplated hereunder and under the Amended Credit Agreement, (b) as to any changes to the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents of such Loan Party since the certificate of the New 2014 Term Loans contemplated hereunder;secretary or similar officer of each Loan Party dated as of the Seventh Amendment Effective Date, (c) as to any changes to the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party since the certificate of the secretary or similar officer of each Loan Party dated as of the Seventh Amendment Effective Date, (d) certificates as to the good standing of each Loan Party that is a registered organization as of a recent date from the Secretary of State (or other similar official) from its jurisdiction of organization and (e) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party. (ivb) a customary legal opinion Each of the representations and warranties made by any Loan Party in or pursuant to the Amended Credit Agreement and other Loan Documents shall be true and correct in all material respects on and as of the Ninth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (wexcept that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects). (c) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel No Default or Event of Default has occurred and is continuing on the Ninth Amendment Effective Date or after giving effect to Holdingsthe amendments contemplated herein, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel extensions of credit requested to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered be made on the Closing Ninth Amendment Effective Date pursuant and the other transactions contemplated to Section 4.01(a)(vioccur on the Ninth Amendment Effective Date. (d) of All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement;Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby. (ve) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented on or before the Ninth Amendment Effective Date. (f) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower, dated in form and substance reasonably acceptable to the Incremental Administrative Agent, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the incurrence of all Indebtedness in connection herewith on the Ninth Amendment No. 1 Effective Date, substantially in the form of Exhibit G are Solvent. (g) The Administrative Agent shall have received, at least 5 days prior to the Credit Agreement;Ninth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, previously requested by the Administrative Agent. (vih) The Administrative Agent shall have received a Term Note duly executed and delivered by notice of borrowing with respect to the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial 2022 Incremental Term Loans to be made on the Incremental Ninth Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementDate.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, The amendments set forth above shall become effective on the date first written above (the “Incremental Second Amendment No. 1 Effective Date”) when each of if on or before such date the following conditions shall have been satisfied: (a) this Amendment shall have been executed by the Borrowers, the Lenders and the Administrative Agent, and counterparts hereof as so executed shall have been delivered to the Administrative Agent; (b) the Guarantor Acknowledgment attached hereto shall have been executed by each Loan Guarantor, and counterparts thereof as so executed shall have been delivered to the Administrative Agent; (c) the Borrowers shall have paid to the Administrative Agent, for the account of each Lender signing this Amendment on or prior to the date hereof, an amendment fee in an amount equal to the product of (i) 10 basis points times (ii) such Lender’s Commitment; (d) the Administrative Agent shall have received counterparts of this Incremental Amendment an amendment, in form and substance satisfactory to the Lenders, to the WPC Revolving Credit Agreement executed and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iiias defined therein) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses requisite number of Lenders (as defined therein) required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correctthereunder; (e) the Administrative Agent Borrowers shall have received: paid all legal fees and expenses of counsel (i) a certificate of each Loan Partyto the Administrative Agent (i.e., dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(vXxxxx Day) of the Credit Agreement (together with the attachments described therein); and (ii) a certificate of good standing to General Electric Capital Corporation (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing bodyi.e., as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx Winston & Xxxxxxxx Xxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries), in each case substantially in the form of the respective opinions delivered case, that have been invoiced on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G or prior to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreementdate hereof; and (f) the incurrence of Administrative Agent shall have received such other documents as the New 2014 Initial Term Loans on Administrative Agent, the Incremental Amendment No. 1 Effective Date shall comply with Co-Collateral Agents, the requirements of Section 2.12 of the Credit AgreementIssuing Bank, any Lender or their respective counsel may have reasonably requested.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Waiver shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfiedwhen: (a) the Administrative Agent shall have received counterparts of duly executed counterpart signature pages to this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) Waiver from the Loan Parties, (ii) Parties and the Administrative Agent and (iii) the New 2014 Term Majority Lenders; (b) the Borrower Borrowers shall have paid all fees due and payable to the Arranger pursuant each Lender executing this Waiver on or before November 7, 2008 a fee equal to that certain engagement letter, dated as 0.75% of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCsuch Lender’s Revolving Commitment; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required written agreements satisfactory to be paid the Administrative Agent from one or reimbursed under Section 10.04 more of the Credit Agreement or holders of the Engagement Letter for which invoices have been presented three Business Days prior Equity Interests in the Parent to provide a combination of at least $10,000,000 in the aggregate in unsecured loans and/or a non-voting, funded first, paid last tranche of the Revolving Commitments (the “Bridge Financing”) to the Incremental Amendment No. 1 Effective DateBorrowers, which shall be funded or consummated no later than November 17, 2008; (d) the representations Administrative Agent shall have received written evidence that the Secured Counterparty has (i) deferred all payments that would otherwise be due to it beginning November 5, 2008 through and warranties set forth including November 18, 2008 to no earlier than the earlier of (A) November 19, 2008 and (B) the date on which the amendment to the Credit Agreement described in Section 5 hereof shall be true 2(b) above has become effective, (ii) agreed to waive any existing breaches, events of default or termination events under the Secured Counterparty Contracts and correctany related agreement it has with any Loan Party, and (iii) agreed to not amend, supplement or otherwise modify any Secured Counterparty Contract or related agreement to incorporate covenants, events of default, termination events or other terms more conservative or restrictive than those contained in the Loan Documents; (e) the Administrative Agent shall have received: received written consent from the Secured Counterparty and Sowood to an amendment to the Intercreditor Agreement to change all contracts for the sale of electricity, natural gas or related products on a variable rate basis between a Loan Party and any of its customers from Secured Counterparty Primary Collateral to Credit Agreement Primary Collateral (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of it being understood that such Loan Party, substantially contracts shall not be included in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described thereinBorrowing Base in any way); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date Borrower shall comply with the requirements of have paid all invoiced, but unpaid expenses due under Section 2.12 10.04 of the Credit Agreement.

Effectiveness. This Incremental AmendmentFirst Amendment shall be effective upon satisfaction of the conditions precedent set forth in Section 15(a) through (h) below; provided that the effectiveness of the amendments set forth in Section 2 hereof, the increase in Revolving Credit Loans set forth in Section 3 hereof, and the obligation establishment of each New 2014 Initial the 2012 Incremental Term Lender Facility set forth in Section 4 hereof, including the obligations of the 2012 Incremental Term Loan Lenders to make 2012 Incremental Term Loans under the New 2014 Initial Term Loan to be made by it Credit Agreement, and the consent pursuant to Section 2(a)(i6 hereof are subject to satisfaction of the conditions precedent set forth in Annex A attached hereto. (i) hereof, This First Amendment shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when have been executed by each of the following conditions Parent, the Borrower, the Administrative Agent, each L/C Issuer, the Swing Line Lender, each New Lender and the Required Lenders (including each Lender whose Revolving Credit Commitment is being increased and each Lender that has agreed to make a 2012 Incremental Term Facility Commitment pursuant to this First Amendment) and (ii) the Guarantors’ Consent and Agreement shall have been satisfied:executed by each Guarantor; (ab) the Administrative Agent shall have received counterparts such certificates of this Incremental Amendment executed and delivered by a duly authorized officer resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each of (i) the Loan Parties, (ii) Party as the Administrative Agent may require evidencing the identity, authority and (iii) capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this First Amendment and the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due Guarantors’ Consent and payable to the Arranger pursuant to that certain engagement letterAgreement, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCapplicable; (c) the Administrative Agent and the Arranger shall have received a certificate of a Responsible Officer of each Loan Party either (i) attaching copies of all reasonable governmental and documented costs shareholder consents, licenses and expenses approvals required to be paid or reimbursed under Section 10.04 in connection with the execution and delivery of the Credit Agreement this First Amendment or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective DateGuarantors’ Consent and Agreement by such Loan Party, as applicable, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required; (d) the representations and warranties set forth in Section 5 hereof 7(a) of this First Amendment which constitute Specified Representations shall be true and correctcorrect in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof); (e) the Administrative Agent shall have received: (i) received a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed signed by two a Responsible Officers of such Loan Party, substantially in the form Officer of the certificates delivered on Borrower certifying that the Closing Date pursuant to conditions specified in this Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)15 have been satisfied; (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence Lenders shall have received all documentation and other information that may be required by such Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested by the Lenders in writing not less than two Business Days prior to the First Amendment Execution Date; (g) any fees required to be paid by the Borrower on or before the First Amendment Execution Date shall have been paid to the Administrative Agent for the account of the New 2014 Initial Term Loans on Arrangers and the Incremental Lenders; and (h) unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (including any local counsel) to the extent invoiced prior to the First Amendment No. 1 Effective Date Execution Date, plus such additional amounts of such fees, charges and disbursements as shall comply with constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the requirements closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of Section 2.12 of accounts between the Credit AgreementBorrower and the Administrative Agent).

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become immediately effective on the first date on which the following conditions are satisfied or waived (such date being referred to as the “Incremental Amendment No. 1 2 Effective Date”) when each of the following conditions shall have been satisfied:): (a) The Administrative Agent (or its counsel) shall have received from the Borrower, Holdings, the Subsidiary Guarantors, each Initial Revolving Lender, the Additional Extended Revolving Credit Commitment Lender, each Extended Issuing Bank and the Swingline Lender either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Amendment No. 2 Arrangers and the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the Loan Parties, Upfront Fee and (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed by the Borrower under Section 10.04 9.03 of the Existing Credit Agreement or the Engagement Letter in connection with this Amendment for which invoices have been presented at least three (3) Business Days prior to the Incremental Amendment No. 1 2 Effective Date or such later date to which the Borrower may agree (including the reasonable and documented fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP), in each case on or before the Amendment No. 2 Effective Date; (dc) the The representations and warranties of Holdings and the other Loan Parties set forth in Section 5 hereof 4 of this Amendment shall be true and correct;; and (ed) No later than three (3) Business Days in advance of the Amendment No. 2 Effective Date, the Administrative Agent shall have received: received all documentation and other information reasonably requested with respect to Holdings or any Loan Party in writing by any Initial Revolving Lender at least ten (i10) a certificate Business Days in advance of each Loan Party, dated the Incremental Amendment No. 1 2 Effective DateDate (or such shorter period agreed to by the Borrower), executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors which documentation or other governing bodyinformation is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) including the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementUSA PATRIOT Act.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Amendment No. 1 4 Effective Date”) when on which each of the following conditions shall have been satisfiedsatisfied in accordance with the terms thereof: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the executed signature pages hereto from each Loan Parties, Party and (ii) executed signature pages hereto from Revolving Lenders having an aggregate amount of Tranche 2 Revolving Facility Commitments equal to 100% of the Administrative Agent and (iii) Revolving Credit Facility immediately prior to the New 2014 Term Lenders;Amendment No. 4 Effective Date. (b) the Borrower Administrative Agent shall have paid all fees due and payable received executed signature pages hereto from Lenders constituting, immediately after giving effect to the Arranger amendments pursuant to Section 1(a) and 1(b) (provided that certain engagement letter, dated as such determination of June 3, 2014 (the “Engagement Letter”Required Lenders shall be made assuming no more than $250 million of Additional Tranche 2 Revolving Commitments have been provided at such time), among the Borrower, the Arranger and TPG Capital BD, LLCRequired Lenders; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 2 hereof shall be true and correctcorrect as of the Amendment No. 4 Effective Date; (d) the Company shall deliver or cause to be delivered legal opinions of (i) Xxxxxx, Xxxx & Xxxxxxxx LLP, as counsel to the Company, and (ii) in-house counsel of the Company, in each case dated the Amendment No. 4 Effective Date; (e) the Administrative Agent shall have received:received a certificate, dated the Amendment No. 4 Effective Date and signed by a Responsible Officer of each of the Company and Holdings, confirming compliance with the conditions precedent set forth in clause (d) of this Section 3; (i) a certificate of each Loan Party, dated Lead Arranger in connection with this Amendment shall have been paid such fees as such Lead Arranger and the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially Company have separately agreed in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); writing and (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, Company shall have paid (x) Beneschfor the account of each Lender, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel a term loan participation fee equal to Holdings, 0.05% of the Borrower and its Subsidiariesaggregate principal amount of such Lender’s Converted Term Loans, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel for the account of each Revolving Lender a consent fee equal to Holdings, 0.10% of the Borrower and its Subsidiaries aggregate principal amount of such Lender’s Tranche 2 Revolving Commitments (excluding any Additional Tranche 2 Revolving Commitments) and (z) K&L Gates LLPfor the account of each Revolving Lender, special New Jersey and Washington counsel a participation fee equal to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form 0.15% of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) aggregate principal amount of the Credit Agreementsuch Revolving Lender’s Additional Tranche 2 Revolving Commitments; (vg) a solvency certificate from the chief financial officer Company shall have paid all reasonable out of pocket costs and expenses of the BorrowerLead Arrangers and the Administrative Agent in connection with the preparation, dated negotiation and execution of this Amendment (including the Incremental Amendment No. 1 Effective Datereasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx llp as counsel to the Administrative Agent and the Lead Arrangers); and (h) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company and the applicable Loan Party relating thereto) and, substantially if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance to the form of Exhibit G extent required pursuant to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreement.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on as of the date first above written (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each that, when taken together, bear the signatures of (i) the Loan PartiesBorrower, (ii) each Consenting Lender, (iii) each New Lender, (iv) each Issuing Bank, (v) Lenders comprising the Required Lenders immediately prior to the Amendment Effective Date and (vi) the Sustainability Structuring Agent, (b) each of the applicable conditions set forth in Sections 2.18(b), 2.21(c), 2.21(e), 9.02(c) and 9.04(b) of the Credit Agreement shall have been satisfied, (c) each of the representations and warranties set forth in Section 4 hereof shall be true and correct, (d) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Borrower, the Loan Documents or the transactions contemplated hereby (iiiincluding certified resolutions from the board of directors of the Borrower authorizing the execution, delivery and performance of this Amendment), all in form and substance reasonably satisfactory to the Administrative Agent, (e) the New 2014 Term Lenders; (b) the Borrower Administrative Agent shall have paid all fees due and payable received a favorable written opinion (addressed to the Arranger pursuant to that certain engagement letterAdministrative Agent, the Issuing Bank and the Lenders (including the Consenting Lenders and the New Lenders)) of Cravath, Swaine & Xxxxx LLP, special New York counsel for the Borrower, dated as of June 3the Amendment Effective Date, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (cf) the Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date, and signed by a Responsible Officer, confirming compliance with the conditions set forth in Sections 4.02(a) and 4.02(b) of the Credit Agreement, (g) the Lenders (including the Consenting Lenders and the Arranger New Lenders) shall have received all reasonable documentation and documented costs other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, in each case to the extent requested in writing to the Borrower not later than five Business Days prior to the proposed Amendment Effective Date, (h) the Administrative Agent shall have received payment of all fees and expenses required to be paid or reimbursed by the Borrower under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties in connection with this Amendment, including those expenses set forth in Section 5 9 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(vBorrower shall have paid all unpaid interest and any other amounts (including any breakage costs) of the Credit Agreement (together with the attachments described therein); (iiA) a certificate of good standing (solely to the extent such concept existsrequired under Section 2(a)(ii) from the applicable secretary of state hereof, in respect of the state Revolving Loans and the Revolving Commitments of organization Declining Revolving Lenders and, solely in respect of each Loan Party; (iii) a copy that portion of the resolutions Revolving Commitments assigned by any Consenting Revolving Lender in accordance with Section 2(a)(ii), each such Consenting Revolving Lender and (B) solely to the extent required under Section 2(b)(ii) hereof, in respect of the board Term Loans of directors Declining Term Lenders and, solely in respect of that portion of the Term Loans assigned by any Consenting Term Lender or other governing bodyExisting Term Lender in accordance with Section 2(b)(ii), each such Consenting Term Lender or Existing Term Lender, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in that have accrued to but excluding the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreement.

Effectiveness. This Incremental Amendment, and Section 6.01. The following are specified as additional conditions to the obligation effectiveness of each New 2014 Initial Term Lender to make this Loan Agreement for the New 2014 Initial Term Loan to be made by it pursuant to purposes of Section 2(a)(i9.01(f) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfiedLoan Regulations: (a) the Administrative Agent JBIC Loan Agreement shall have received counterparts been duly executed and delivered, and all conditions precedent to its effectiveness (other than a condition requiring the effectiveness of this Incremental Amendment executed and delivered by Loan Agreement) shall have been fulfilled or arrangements satisfactory to ADB shall have been made for the fulfillment thereof within a duly authorized officer period of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenderstime satisfactory to ADB; (b) the Borrower Subsidiary Loan Agreement, in form and substance satisfactory to ADB, shall have paid all fees due been duly executed and payable delivered on behalf of the Borrower and EDC and shall have become fully effective and binding upon the parties thereto in accordance with its terms, subject only to the Arranger pursuant to that certain engagement letter, dated as effectiveness of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCthis Loan Agreement; (c) the Administrative Agent and the Arranger Borrower shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior submitted to the Incremental Amendment No. 1 Effective Date; (d) National Assembly the representations draft Budget Law for 2007 and warranties set forth which Budget proposes an additional budget allocation for MEF in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: order to enable MEF to offset: (i) a certificate all past due input VAT as of each Loan Party31 December 2006, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form amount of approximately KR 43.5 billion as of 31 December 2005 and an estimated amount for fiscal year 2006, against the total amount owed by EDC as levied by CD; (ii) all past due input VAT as of 31 December 2006, in the amount of approximately KR 19.7 billion as of 31 December 2005 and an estimated amount for fiscal year 2006, against EDC’s liability on interest and principal payments due the Borrower under subsidiary loans to EDC using funds provided by ADB and the World Bank and as levied by TD; and (iii) the arrears, as of 31 December 2005, of the certificates delivered on accounts receivable by EDC from the Closing Date pursuant to Borrower’s institutions, agencies and local authorities, in an amount recorded by EDC at approximately KR 22 billion as of 31 December 2005. Section 4.01(a)(v6.02. The following is specified as an additional matter, for the purposes of Section 9.02(d) of the Credit Loan Regulations, to be included in the opinion or opinions to be furnished to ADB: that the Subsidiary Loan Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a has been duly authorized committee thereof) authorizing (a) the executionby or ratified by, delivery and performance of this Incremental Amendment (executed and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdingsdelivered on behalf of, the Borrower and its SubsidiariesEDC, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, and is legally binding upon the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice EDC in accordance with its terms, subject only to the effectiveness of this Loan Agreement. Section 2.02(a6.03. A date ninety (90) days after the date of this Loan Agreement is specified for the effectiveness of the Amended Credit Agreement; and (f) Loan Agreement for the incurrence purposes of Section 9.04 of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementLoan Regulations.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”"FIRST AMENDMENT EFFECTIVE DATE") when each the last of the following conditions shall have been satisfied: (a) the The Administrative Agent shall have received counterparts of this Incremental Amendment, duly executed by the Borrower and the Lenders listed on SCHEDULE 1.1 attached hereto and in sufficient copies for each Lender. (b) The Administrative Agent shall have received the following, each dated as of the First Amendment executed and delivered by a duly authorized officer of Effective Date (unless otherwise specified) and, except for the Notes, in sufficient copies for each of Lender: (i) Notes for each Lender listed on SCHEDULE 1.1, in the Loan Partiesamount of such Lender's Commitment, in each case, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement as amended by this Amendment; (ii) the Guarantor Consent, duly completed and executed by Everest Re Group, Ltd., in substantially the form of EXHIBIT A; and (iii) the favorable opinions of (A) Mxxxx Xxxxx & Pxxxx, special counsel to the Guarantor, in substantially the form of EXHIBIT B-1, (B) Jxxxx Xxxxx, General Counsel of the Borrower, in substantially the form of EXHIBIT B-2, and (C) Cxxxxxx, Dxxx & Pxxxxxx, Bermuda counsel to the Guarantor, in substantially the form of EXHIBIT B-3. (c) The Administrative Agent shall have received a certificate, signed by the president, the chief financial officer, treasurer or comptroller of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Borrower contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the First Amendment Effective Date, both immediately before and after giving effect to this Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) the Administrative Agent no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to this Amendment, (iii) the New 2014 Term Lenders;there are no insurance regulatory proceedings pending or, to such individual's knowledge, threatened against any Insurance Subsidiary in any jurisdiction that, if reasonably possible (as defined under FASB 5) to be adversely determined, would be reasonably likely to have a Material Adverse Effect, and (iv) both immediately before and after giving effect to this Amendment, no Material Adverse Change has occurred since December 31, 1999, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change. (bd) Since December 31, 1999, both immediately before and after giving effect to the consummation of the transactions contemplated by this Amendment, there shall not have occurred any Material Adverse Change or any event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change. (e) The Borrower shall have paid all fees due and payable (i) to First Union, on behalf of the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the BorrowerLenders, the Arranger amendment fee described in the Amendment Fee Letter, on the terms, in the amount and TPG Capital BD, LLC; at the times set forth therein; and (cii) all other fees and expenses of the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses Lenders required hereunder or under any other Credit Document to be paid on or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental First Amendment No. 1 Effective Date;. (df) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the The Administrative Agent shall have received: (i) received a certificate of each Loan PartyCompliance Worksheet, dated the Incremental Amendment No. 1 Effective Date, executed duly completed and certified by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the BorrowerBorrower and in form and substance satisfactory to the Administrative Agent, dated demonstrating compliance with the Incremental financial covenants set forth in Sections 6.1 through 6.3 of the Credit Agreement, determined on a pro forma basis as of December 18, 2001, after giving effect to the Amendment Noand the consummation of the transactions contemplated hereby. (g) The Administrative Agent and each Lender shall have received such other documents, certificates, and instruments in connection with this Amendment and the other transactions contemplated hereby as it shall have reasonably requested. 1 On the First Amendment Effective Date, substantially in the form Credit Agreement will be automatically amended as set forth herein. On and after the First Amendment Effective Date, the rights and obligations of Exhibit G the parties hereto shall be governed by the Credit Agreement as amended by this Amendment; PROVIDED, that the rights and obligations of the parties hereto with respect to the Credit Agreement; (vi) a Term Note duly executed and delivered by period prior to the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental First Amendment No. 1 Effective Date shall comply with continue to be governed by the requirements of Section 2.12 terms of the Credit Agreement.

Effectiveness. This Incremental Amendment shall become effective as of the Effective Date when all of the conditions set forth in this Section 14 have been satisfied. Notwithstanding the foregoing, in the event the conditions precedent set forth in this Section 14 are not satisfied on or before March 31, 2013, this Amendment shall not become effective. (a) The Administrative Agent shall have received executed counterparts of this Amendment from the Company, the Guarantors, the Administrative Agent, the Required Lenders and each New Lender (as defined below). For the avoidance of doubt, the “Required Lenders” shall be determined on and as of the Effective Date and before giving effect to the joinder specified in Section 15 hereof. (b) The Administrative Agent shall have received from the Company a certificate of each Loan Party dated as of the Aggregate Commitment Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party authorizing the Aggregate Commitments as increased, and (ii) in the case of the Company, certifying (1) as to the matters set forth in Section 5.2(b) of the Credit Agreement (provided that the references to “Borrowing Date” shall be deemed to be “Aggregate Commitment Increase Effective Date”), Section 5.2(c), and Section 5.2(d) and (2) that as of the Aggregate Commitment Increase Effective Date and after giving effect to the increase in the Aggregate Commitment being made on such date, such increase in the Aggregate Commitment is permitted under the Second Lien Loan Documents, the Senior Notes Indentures and the Exchange Notes Indentures. (c) After giving effect to the joinder of New Lenders pursuant to Section 15 of this Amendment, and the obligation of each New 2014 Initial Term Lender other transactions to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective occur on the date (the “Incremental Amendment No. 1 Effective Date”) when each , including any Credit Extensions, the Company shall have at least $30,000,000.00 in the aggregate of cash, Cash Equivalents and Unused Availability under this Agreement in excess of the following conditions shall have been satisfied: (a) amount that would be required to pay off and terminate the Second Lien Loan Documents and the Administrative Agent shall have received counterparts of this Incremental Amendment a certificate duly executed and delivered by a duly authorized officer Responsible Officer of each of the Company (i) certifying as to the outstanding principal amount and accrued, unpaid interest under the Second Lien Loan Parties, Documents on the Effective Date and (ii) demonstrating in reasonable detail that the Company has the minimum liquidity set forth in this clause (c). (d) The Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented out-of-pocket fees, costs and expenses required incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and related documents (including the fees, charges and disbursements of counsel to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter Administrative Agent) for which invoices have been presented three the Company has received an invoice at least one Business Days prior to Day before the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct;. (e) the The Administrative Agent shall have received: (i) a certificate , for the ratable account of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the BorrowerLender, the borrowings of the New 2014 Term Loans contemplated hereunder; Second Amendment Fees (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementas defined below).

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Amendment No. 1 2 Effective Date”) when each of the following conditions shall have been satisfiedwhen: (a) the Administrative Agent Company, the Lenders party hereto, which constitute Required Lenders under the Credit Agreement on the Incremental Amendment No. 2 Effective Date, and each 2024-1 Incremental Lender shall have received counterparts from the Company, each Lender party hereto and the 2024-1 Incremental Lender as of the date hereof a counterpart of this Incremental Amendment executed and delivered by a duly authorized officer signed on behalf of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenderssuch party; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger 2024-1 Incremental Term Lenders shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior a customary written opinion (addressed to the 2024-1 Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(vTerm Lenders) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing bodySimpson, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx Thacher & Xxxxxxxx LLP, special New York counsel to Holdings, for the Borrower Company and its Subsidiaries, (xA) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio dated as of the Incremental Amendment No.2 Effective Date and (B) in form and substance reasonably satisfactory to the 2024-1 Incremental Term Lenders. The Company hereby requests such counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreementdeliver such opinions; (vc) a solvency certificate from the chief financial officer 2024-1 Incremental Term Lenders shall have received such documents and certificates as the 2024-1 Incremental Term Lenders or its counsel may reasonably request relating to the organization, existence and good standing of the BorrowerCompany, dated the Incremental authorization of the Amendment No. 1 Effective Date, substantially in and the form of Exhibit G transactions contemplated hereby and any other legal matters relating to the Credit Agreement; (vi) a Company, the Loan Documents or the Amendment, all in form and substance reasonably satisfactory to the 2024-Incremental Term Note duly executed Lenders and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the sameits counsel; and (viid) a Committed Loan Notice in accordance with Section 2.02(a) the 2024-1 Incremental Term Lenders shall have received an executed copy of that certain Warrantholders’ Agreement, dated as of the Amended Credit Agreement; and (f) date hereof, by and among the incurrence of Company and the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementother parties thereto.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have has been satisfiedsatisfied or waived: (ai) the Administrative Agent shall have received counterparts of this Incremental Amendment Amendment, executed and delivered by a duly authorized officer the Administrative Agent, each L/C Issuer, the Swing Line Lender, the Borrower, the Extending Lenders and each other Revolving Lender required under Section 8.02 of each of (i) the Loan Parties, Credit Agreement to approve the Amendments; (ii) the Administrative Agent shall have received such certificates, resolutions or other documents of the Loan Parties as the Administrative Agent may reasonably require in connection herewith, including all documents and certificates it may reasonably request relating to (x) the organization, existence and good standing of each Loan Party, (y) the corporate or other authority for and validity of this Amendment and (z) the incumbency of the officers of each Loan Party executing this Amendment, and other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; (iii) the New 2014 Term LendersAdministrative Agent shall have received an opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent and dated the Amendment Effective Date; (biv) since December 31, 2015, no change or event shall have occurred and no circumstances shall exist which have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) Revolving Lenders holding Revolving Credit Commitments that aggregate at least 66.67% of the aggregate Revolving Credit Commitments of the Revolving Lenders on or prior to the Amendment Effective Date shall constitute Extending Lenders; and (vi) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the pursuant to that certain Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate dated as of each Loan PartyNovember 9, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, 2016 between the Borrower and its SubsidiariesXxxxxxx Lynch, (x) Benesch, FriedlanderPierce, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementIncorporated.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when on which each of the following conditions shall have been is satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent Agent, the Collateral Agent, the Borrower, the Guarantors and (iii) the New 2014 Term Majority Lenders; (b) the Borrower and each Guarantor shall have paid all fees due confirmed and payable acknowledged to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable Lenders, and documented costs by its execution and expenses required delivery of this Amendment the Borrower and each Guarantor do hereby confirm and acknowledge to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: and the Lenders, that (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment has been duly authorized by all requisite limited partnership or limited liability company action, as applicable, on the part of the Borrower or such Guarantor, as applicable, (ii) the Credit Agreement and any agreements relating thereto) each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against the Borrower or such Guarantor, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity, (biii) in the case representations and warranties of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lenderor such Guarantor, if any, requesting set forth in the same; andCredit Agreement and in each other Loan Document to which it is a party, shall be true and correct on and as of the Amendment Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall have been true and correct as of such specified earlier date, (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents and (v) 726465215 14464587 (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (fc) the incurrence of Borrower shall have paid all agreed fees to the New 2014 Initial Term Loans on extent due and payable in connection with this Amendment and paid or reimbursed the Incremental Amendment No. 1 Effective Date shall comply Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the requirements preparation and execution and delivery of this Amendment, in each case, to the extent provided in Section 2.12 12.03 of the Credit Agreement.

Effectiveness. This Incremental Amendment(a) The amendments under Section 1.2 (collectively, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i“Refinancing Facility Amendments”) hereof, shall become effective on the date (the “Incremental 2017 Refinancing Amendment No. 1 Effective Date”) when and at the time (the “Refinancing Facility Amendments Effective Time”) on and at which each of the following conditions shall have been satisfiedis satisfied or waived: (a) i. the Administrative Agent shall have received counterparts a counterpart of this Incremental Amendment (A) executed by (I) the Borrower, (II) the Required Lenders and delivered (III) the Refinancing Tranche A Term Lenders and (B) acknowledged and agreed by a duly authorized officer of each of (i) the Loan Parties, (Guarantors; ii) . the Administrative Agent shall have received such closing certificates or certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and (iii) the New 2014 Term Lenderscapacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (b) iii. the Administrative Agent shall have received such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed; iv. the Administrative Agent shall have paid all fees due and payable received an executed legal opinion of Debevoise & Xxxxxxxx LLP, counsel to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, addressed to the Arranger Administrative Agent, each Refinancing Tranche A Term Lender and TPG Capital BDeach other Lender party to this Amendment, LLCdated the 2017 Refinancing Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent; v. the representations and warranties of each Loan Party contained in Article V (cother than Section 5.05(b)) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof any other Loan Document shall be true and correctcorrect in all material respects on and as of the 2017 Refinancing Amendment Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date); provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects; and vi. no Default or Event of Default exists or would result from the effectiveness of this Amendment or from the application of the proceeds of the Refinancing Tranche A Term Loans. (b) The Guarantor Release shall become effective on the date (the “2017 Guarantor Release Effective Date”) and at the time (the “Guarantor Release Effective Time”) at which each of the following conditions is satisfied: i. the Refinancing Facility Amendments Effective Time shall have occurred; (e) ii. the Administrative Agent shall have received:received a counterpart of this Amendment executed by all Revolving Credit Lenders; and iii. the Prepayment shall have occurred. (ic) a certificate of each Loan Party, dated The Credit Agreement Amendment shall become effective on the Incremental date (the “2017 Credit Agreement Amendment No. 1 Effective Date, ”) and at the time (the “Credit Agreement Amendment Effective Time”) on and at which the Guarantor Release Effective Time shall have occurred. The delivery of a counterpart of this Amendment executed by two Responsible Officers of such Loan Party, substantially in the form Administrative Agent and each Lender party to this Amendment shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Lender party to this Amendment that each of the certificates delivered on the Closing Date pursuant to conditions precedent set forth in this Section 4.01(a)(v1.6(a), (b) of the Credit Agreement and (together with the attachments described thereinc); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (shall have been satisfied in accordance with its terms or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, shall have been irrevocably waived by such Person. The Administrative Agent shall notify the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, Lenders in writing of each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental 2017 Refinancing Amendment No. 1 Effective Date, substantially the 2017 Guarantor Release Effective Date and the 2017 Credit Agreement Amendment Effective Date, as applicable, promptly upon the respective conditions precedent in the form of Exhibit G to the Credit Agreement; this Section 1.6 being satisfied (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice or waived in accordance with this Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date 1.6), and such notice shall comply with the requirements of Section 2.12 of the Credit Agreementbe conclusive and binding.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Agreement shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of on which the following conditions shall have been are satisfied: (a) the The Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the Loan Partiesfollowing documents, (ii) each dated the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have receivedDate unless otherwise indicated: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)[Reserved]; (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion opinions of (wA) Xxxxxx Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, for the Borrower and its SubsidiariesCompany, (xB) BeneschXxxxxx Xxx, Friedlanderspecial Irish counsel for the Company, Xxxxxx & Xxxxxxx and (C) Linklaters LLP, special Ohio German counsel for Xxxxx XX and Xxxxx Intermediate Holding AG and special Dutch counsel for Linde Finance (in respect of German and Dutch law (as applicable) and the existence, capacity and due representation of Xxxxx XX, Xxxxx Intermediate Holding AG and Linde Finance (as applicable)), each in a form reasonably acceptable to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit AgreementAdministrative Agent; (viii) a solvency certificate from upon the chief financial officer reasonable request of any Lender made at least 10 days prior to the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the samePatriot Act; and (viiiv) with respect to each Borrower, a Committed Loan Notice certificate on behalf of such Borrower signed by an authorized representative of such Borrower (in accordance with Section 2.02(asuch person’s capacity as a representative and not in a personal capacity) certifying: (A) that attached thereto is a true, correct and complete copy of the Organizational Documents of such Borrower (other than any by-laws of the supervisory boards and/or advisory boards of Xxxxx XX and Xxxxx Intermediate Holding AG), as in effect on the Effective Date; (B) that no proceeding for the dissolution, liquidation or examination (or analogous proceeding) of such Borrower exists; (C) (other than in respect of Xxxxx XX and Linde Intermediate Holding AG) that the Amended Credit Agreementcopies of the resolutions of such Borrower’s board of directors (or equivalent body or an appropriate committee thereof or of the supervisory board (Aufsichtsrat) or advisory board (Beirat), if applicable) approving the terms of, other applicable authorizations and the transaction contemplated by this Agreement attached to the certificate are true and correct and in full force and effect and in respect of Xxxxx XX and Xxxxx Intermediate Holding AG, attached thereto is an in-house confirmation from an authorized representative of Xxxxx XX and Linde Intermediate Holding AG that all corporate actions necessary under the Organizational Documents for the entry into the Agreement by Xxxxx XX and Xxxxx Intermediate Holding AG have been taken; and (fD) as to the incurrence incumbency and signature of each authorized person who signed this Agreement and the Notes on behalf of such Borrower. (b) The Administrative Agent shall have received from the Company the closing fees for the ratable accounts of the New 2014 Initial Term Loans Lenders in the amounts previously agreed. The Lead Arrangers shall have received from the Company the arrangement fees set forth in the Fee Letters. The Administrative Agent shall have received all expenses due and payable on or prior to the Incremental Amendment No. 1 Effective Date Date, including, to the extent invoiced at least one day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. (c) The Administrative Agent shall comply with have received evidence satisfactory thereto that the requirements of Section 2.12 of commitments under (i) the Credit Agreement, dated as of December 19, 2014, as amended, among Praxair, as borrower, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto and (ii) the Facility Agreement, dated as of July 18, 2013, among Xxxxx XX, as borrower, Deutsche Bank Luxembourg S.A., as agent and EUR swingline agent, and the lenders from time to time party thereto, shall have been terminated, and all borrowings, interest and fees outstanding thereunder shall have been paid. (d) The Company shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to each of Xxxxx XX, Xxxxx Intermediate Holding AG and Linde Finance. (e) The representations and warranties of the Borrowers contained in this Agreement shall be true in all material respects (except that any such representation or warranty qualified as to materiality or by “Material Adverse Effect” shall be true in all respects) on and as of the Effective Date, except to the extent that any such representations or warranties refer specifically to an earlier date, in which case they shall be true as of such earlier date. (f) The Signing Date shall have occurred. The Administrative Agent shall promptly notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Incremental Amendment, The amendment and restatement of the Existing Credit Agreement provided for hereby and the obligation obligations of each New 2014 Initial Term Lender the Banks to make Loans and of the New 2014 Initial Term Loan Banks and the Fronting L/C Issuers to be made by it pursuant to Section 2(a)(i) hereof, make L/C Credit Extensions hereunder shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”which shall not be later than July 31, 2017) when on which each of the following conditions shall have been satisfied:be satisfied to the reasonable satisfaction of the Administrative Agent (or waived in accordance with Section 9.05): (a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto, including any Person that shall become a Bank as of the Effective Date (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of the execution and delivery of a counterpart hereof by such party); (b) receipt by the Administrative Agent of such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Obligors, the authorization of the Transactions and any other legal matters relating to the Obligors, the Loan Documents, the PICA Support Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent; (c) receipt by the Administrative Agent of an opinion of internal counsel for the Obligors reasonably satisfactory to the Administrative Agent, substantially in the form of Exhibit C hereto; (d) each of the matters set forth in paragraphs (c) and (d) of Section 3.02 (but without regard to the first parenthetical clause set forth in Section 3.02(d)) shall be satisfied as of the Effective Date, and the Administrative Agent shall have received counterparts of this Incremental Amendment executed a certificate, dated the Effective Date and delivered signed by a duly authorized officer Senior Financial Officer of each of (i) the Loan PartiesPFI, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correctconfirming compliance with such matters; (e) receipt by the Administrative Agent shall have received: of satisfactory evidence that (i) a certificate of each Loan Party, dated all amounts payable under the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Existing Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept existsbanks party to the Existing Credit Agreement shall have been (or shall be simultaneously) from the applicable secretary of state of the state of organization of each Loan Party; paid in full, (iii) all commitments of banks under the Existing Credit Agreement that are not a copy Bank hereunder shall have been terminated, and each such bank shall have confirmed in writing such termination (it being agreed by the parties hereto that (x) such commitments of such banks shall terminate, and no such bank shall be a party hereto, as of the resolutions Effective Date and (y) each bank under the Existing Credit Agreement that is a Bank hereunder shall have a Commitment hereunder as of the board Effective Date in an amount equal to the amount specified on Schedule 1.01); and (iii) all letters of directors credit outstanding under the Existing Credit Agreement shall have been either continued and deemed issued under this Agreement as provided in Section 2.18(a) or other governing bodyotherwise canceled; provided that, as applicableby its execution hereof, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it Bank that is a bank party and (b) in to the case Existing Credit Agreement hereby waives the provisions of the BorrowerExisting Credit Agreement requiring prior notice by Borrower with respect to the prepayment of loans and/or the termination of the commitments thereunder as of the Effective Date. (f) payment by PFI of all such fees and expenses as it shall have agreed in writing to pay to the Agents, the borrowings Banks and/or the Joint Lead Arrangers in connection herewith, including the reasonable fees and expenses of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx Milbank, Tweed, Xxxxxx & Xxxxxxxx XxXxxx LLP, special New York counsel to HoldingsJPMorgan, that are due and payable on or prior to the Borrower and its SubsidiariesEffective Date (and, (x) Beneschwith respect to such expenses, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel for which invoices have been presented to Holdings, PFI at least two Business Days prior to the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same); and (viig) receipt by the Administrative Agent of a Committed Loan Notice in accordance with Section 2.02(a) copy of the Amended Credit PICA Support Agreement; and (f) , certified by a Senior Financial Officer of PICA as of such date to be a true and complete copy thereof and to be in full force and effect and not having been amended or the incurrence subject of any waiver. The Administrative Agent shall promptly notify PFI and the Banks of the New 2014 Initial Term Loans Effective Date, and such notice shall be conclusive and binding on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementall parties hereto.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on as of the date (the “Incremental Tenth Amendment No. 1 Effective Date”) when each of on which the following conditions precedent shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment hereof duly executed and delivered by a duly authorized officer of each of (i) the Loan PartiesBorrower, (ii) the Guarantors, (iii) the Administrative Agent Agent, (iv) the Issuing Lender and (v) Lenders constituting Required Lenders; (i) each of the representations and warranties of the Borrower in the Credit Agreement and this Amendment shall be true and correct in all material respects, as if made on and as of the date hereof (provided that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified); (ii) since December 31, 2016 there shall have been no Material change in the business or financial condition of the Borrower and its Subsidiaries taken as a whole that has not been publicly disclosed, and (iii) the New 2014 Term Lenders; (b) the Borrower no Default or Event of Default shall have paid all fees due occurred and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCbe continuing; (c) the Administrative Agent and the Arranger shall have received all reasonable an opinion from Xxxxx Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and documented costs each Lender, in form and expenses required substance reasonably satisfactory to be paid or reimbursed under Section 10.04 the Administrative Agent. In rendering the foregoing opinion, such counsel may rely upon certificates of officers of the Credit Agreement or Loan Parties as to factual matters, including (i) the Engagement Letter for nature and location of the property of the Loan Parties, (ii) agreements and instruments to which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective DateLoan Parties are a party and (iii) the conduct of the business of the Loan Parties; (d) the representations Administrative Agent shall have received such other closing documents, including legal opinions, documents, certificates and warranties set forth other instruments, as are customary for the transactions described in Section 5 hereof shall be true and correct;this Amendment, or as such Administrative Agent may reasonably request; and (e) all fees, including reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agent, including the reasonable fees and disbursements of counsel, shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors been paid or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementreimbursed.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to The amendments set forth in Section 2(a)(i) hereof, 1 shall become binding and effective on the date (parties hereto upon the “Incremental Amendment No. 1 Effective Date”) when each satisfaction or waiver of the following conditions shall have been satisfied:precedent (the date upon which this Amendment becomes effective, the “Amendment No. 4 Effective Date”): (a) the Administrative Agent Agent’s receipt of the following, each of which shall have received counterparts of this Incremental Amendment be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed and delivered by a duly authorized officer Responsible Officer of the signing Loan Party, each dated as of the Amendment No. 4 Effective Date (ior, in the case of certificates of governmental officials, a recent date before the Amendment No. 4 Effective Date) the Loan Parties, (ii) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (iiii) executed counterparts of this Amendment from the New 2014 Term Borrower, the Guarantors, the Administrative Agent and Lenders constituting the Required Lenders; (bii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Borrower shall have paid all fees due Administrative Agent may require evidencing the identity, authority and payable capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the Arranger pursuant other Loan Documents to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCwhich such Loan Party is a party; (ciii) such documents and certifications as the Administrative Agent may reasonably require and as are customary for transactions of this type to evidence that each Loan Party is duly organized or formed, validly existing, and in good standing in its jurisdiction of organization; and (iv) a certificate signed by a Responsible Officer of the Arranger shall Borrower certifying that the conditions specified in Sections 2(b) and 2(c) have received all reasonable been satisfied. (b) Both immediately before and documented costs immediately after giving effect to this Amendment on the date hereof, the representations and expenses required to be paid or reimbursed under Section 10.04 warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document, are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any representation or warranty, such representation or warranty shall be required to be true and correct in all respects), except to the Engagement Letter for extent that such representations and warranties specifically refer to an earlier date, in which invoices case they shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any representation or warranty, such representation or warranty shall be required to be true and correct in all respects) as of such earlier date. (c) No Default or Event of Default exists, or will result from the execution of this Amendment on the Amendment No. 4 Effective Date. (d) There shall not have been presented three occurred since December 31, 2020 any event or circumstance that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) All accrued costs, fees and expenses (including reasonable and documented legal fees and expenses and the reasonable and documented fees and expenses of any other advisors) and other compensation payable to the Administrative Agent or any Lender required to be paid on the Amendment No. 4 Effective Date pursuant to the Amendment No. 4 Fee Letter, to the extent invoiced at least two (2) Business Days prior to the Incremental Amendment No. 1 4 Effective Date; Date (d) or such later date as the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent Borrower may reasonably agree), shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementbeen paid.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Agreement shall become effective as ------------- of December 1, 1997 on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) the Administrative Agent shall have received counterparts execution of this Incremental Amendment executed and delivered Agreement by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and the Borrower and receipt by the Administrative Agent of counterparts of this Agreement signed by the other Agents and the Banks listed on the signature pages hereto (iiior, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form reasonably satisfactory to it of telecopied, telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party) the New 2014 Term Lenders; and (b) receipt by the Administrative Agent of evidence of termination by the Borrower shall have paid all fees due of the "Commitments" of the "Banks" under and payable to as such terms are defined in the Arranger pursuant to that certain engagement letter, Borrower's $400,000,000 Amended and Restated Credit Agreement dated as of June 327, 2014 (the “Engagement Letter”)1995, as amended, among the Borrower, the Arranger and TPG Capital BD, LLC; Agents (cor the predecessors thereof) the Administrative Agent and the Arranger shall have received other financial institutions party thereto, and the payment of all reasonable fees and documented costs other "Obligations" becoming due and expenses required to be paid or reimbursed under Section 10.04 payable thereunder as a result of such termination; provided, -------- however, the respective obligations hereunder of the Banks to make their initial ------- Loans and of the Issuing Bank to issue its intial Letter of Credit Agreement shall be subject to the satisfaction of the following conditions precedent on or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; date of any such Credit Event (d) or the representations and warranties set forth waiver thereof in accordance with Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received:9.05): (i) a certificate receipt by the Administrative Agent of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form (1) certified copies of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) Certificate of Incorporation and By-Laws of the Credit Borrower and the resolutions of the Board of Directors of the Borrower authorizing the transactions contemplated hereby, (2) certified copies of the Equistar Partnership Agreement and (together with 3) such other documents as the attachments described therein)Administrative Agent or the Required Banks may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (ii) receipt by the Administrative Agent of a certificate Certificate of good standing (to Incumbency dated on or after the extent such concept exists) from Effective Date executed by the applicable secretary of state Secretary or an Assistant Secretary of the state Borrower in substantially the form of organization Exhibit 3.01(ii), setting forth the name, title and specimen signature of each Loan PartyAuthorized Officer or Authorized Representative of the Borrower (1) who has signed this Agreement on behalf of the Borrower, (2) who will sign the Notes on behalf of the Borrower or (3) who will, until replaced by another officer or representative duly authorized for that purpose, act as the representative of the Borrower for the purposes of signing documents and giving notices and other communications by the Borrower in connection with this Agreement and the transactions contemplated hereby; (iii) receipt by the Administrative Agent of a copy certificate dated on or after the Effective Date signed by the Chief Executive Officer or Chief Administrative Officer of the resolutions of Borrower to the board of directors or other governing body, as applicable, of each Loan Party effects set forth in clauses (or a duly authorized committee thereofiii) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (biv) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunderSection 3.02; (iv) a customary legal receipt by the Administrative Agent of an opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Chief Corporate Counsel of the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, dated on or after the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, Effective Date in each case substantially in the form of Exhibit 3.01(iv) and covering such additional matters relating to the respective opinions delivered on transactions contemplated hereby as the Closing Date pursuant to Section 4.01(a)(vi) of the Credit AgreementRequired Banks may reasonably request; (v) a solvency certificate from receipt by the chief financial officer Agents of an opinion of Xxxxxxx & Xxxxx L.L.P., counsel for the BorrowerAgents, dated on or after the Incremental Amendment No. 1 Effective Date, Date in substantially in the form of Exhibit G 3.01(v) and covering such additional matters relating to the Credit Agreementtransactions contemplated hereby as the Required Banks may reasonably request; (vi) a Term Note duly executed and delivered receipt by the Borrower in favor Administrative Agent of each New 2014 Term Lender, if any, requesting a certificate dated on or after the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with signed by the requirements Chief Executive Officer or any Vice President of Section 2.12 of LRC to the Credit Agreement.effect that LRC is not in default in its material obligations pursuant to the LCR Regulations;

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on as of the date ------------- first written above (the “Incremental Amendment No. 1 "Effective Date”") when upon the satisfaction of each of the following conditions conditions, in each case in a manner satisfactory in form and substance to the Agent; provided that upon such satisfaction of each of the -------- following conditions, the revision to (i) subsection (a) of "Applicable LIBO Margin" in Section 2(a) hereof shall have been satisfiedbecome effective as of January 1, 2001, and (ii) subsections (b) and (c) of "Applicable LIBO Margin" in Section 2(a) hereof shall become effective as of February 1, 2001: (a) the Administrative Agent This Amendment shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by each of the Borrower and the Required Banks and shall be in favor full force and effect. (b) The Agent shall have received evidence of the amendment of the Note Purchase Agreement and the consent of the Senior Note Holders under the Intercreditor Agreement and the Note Purchase Agreement to this Amendment and the transactions contemplated hereby. (c) The Agent shall have received evidence of the effectiveness of an amendment of the Financial Agreement in the form attached hereto as Exhibit B. (d) The Agent shall have received a Borrowing Base Certificate, certified by the corporate controller of the Borrower, showing the Excess Amount as of January 31, 2001, copies of which shall be distributed to the Banks by the Agent. (e) The Agent shall have received, for the pro rata account of each New 2014 Term LenderBank --- ---- which executes and delivers its signature pages to the Agent, if anyby 5:00 p.m. Boston time on March 30, requesting 2001 in facsimile (to be followed by originals) or original form, an amendment fee equal in the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) aggregate to 0.10% of the Amended each such Bank's Revolving Credit Agreement; andCommitment. (f) The Agent shall have received such other items, including legal fees of counsel to the incurrence of Agent, documents, agreements or actions as the New 2014 Initial Term Loans on Agent may reasonably request in order to effectuate the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementtransactions contemplated hereby.

Effectiveness. This Incremental The effectiveness of this Amendment, and including the obligation of each New 2014 Initial Term Lender amendments to make the New 2014 Initial Term Loan to be made by it pursuant to Existing Credit Agreement as set forth in Section 2(a)(i) 2 hereof, shall become effective on are subject to the date (the “Incremental Amendment No. 1 Effective Date”) when each satisfaction of the following conditions shall have been satisfied:precedent (the first date on which such conditions precedent are satisfied is referred to as the “Fourth Amendment Effective Date”): (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed a counterpart hereof, and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent shall have received a counterpart hereof signed on behalf of the Borrower, each other Loan Party and each Consenting Lender (iii) which, subject to Section 11.18 of the New 2014 Term LendersAmended Credit Agreement, may include any Electronic Signatures transmitted by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page); (b) the Borrower Administrative Agent shall have paid all fees due received a certificate executed by a Responsible Officer of each Loan Party and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among Fourth Amendment Effective Date certifying as to the Borrower, accuracy of the Arranger representations and TPG Capital BD, LLCwarranties set forth in Section 3 hereof; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs fees and expenses required to be paid or reimbursed by the Borrower hereunder, under Section 10.04 of the Existing Credit Agreement or any separate letter agreements to which the Engagement Letter for which invoices have been presented Borrower is a party (in the case of expenses, to the extent invoiced at least three Business Days prior to the Incremental Fourth Amendment No. 1 Effective DateDate or such later date to which the Borrower may agree) shall have been paid; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: received (i) a certificate certificates as to the good standing, existence or its equivalent of each Loan Party, dated Party from the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers relevant authority of the jurisdiction of organization of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); Party and (ii) a certificate (A) searches of good standing (to UCC filings in the extent such concept exists) from the applicable secretary jurisdiction of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors incorporation or other governing bodyformation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (or a duly authorized committee thereofB) authorizing tax lien, judgment and bankruptcy searches. (ae) the execution, delivery and performance Borrower shall have paid to the Administrative Agent (on behalf of this Incremental each Consenting Lender on a pro rata basis based on such Consenting Xxxxxx’s Commitments immediately prior to the Fourth Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (ivEffective Date) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel consent fee in an amount equal to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, $525,000. Such consent fee shall be payable in each case substantially in the form of the respective opinions delivered full on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Fourth Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreement.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on upon the date (the “Incremental Amendment No. 1 Effective Date”) when satisfaction of each of the following conditions shall have been satisfiedconditions, in each case in a manner satisfactory in form, scope and substance to the Agent and the Lenders: (a) This Amendment shall have been duly executed and delivered by each of the Administrative Borrowers, each of the Guarantors, the Agent and each of the Lenders and shall be in full force and effect. (b) The Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer executed Seventh Amendment to Second Amended and Restated Revolving Credit and Security Agreement dated as of each of (i) the date hereof by and among the Loan Parties, (ii) the Administrative Agent Revolving Lenders and (iii) the New 2014 Term Lenders;Revolving Agent. (bc) The Agent shall have received a duly executed consent in respect of this Amendment executed by the Borrower Revolving Agent further to the Second Amended and Restated Intercreditor Agreement. (d) The Borrowers shall have paid to Agent, for the account of the Lenders on a Pro Rata basis, an amount equal to one and 62.5/100 percent (1.625%) of the Second Amendment Tranche B U.S. Term Loan as of the Second Amendment Effective Date (such amount being equal to $40,625.00). This fee has been fully earned and payable as of the Second Amendment Effective Date and shall not be subject to refund or rebate under any circumstances. (e) The Borrowers shall have paid all reasonable costs and expenses incurred by the Agent, including the fees due and payable expenses of the Agent’s US and Canadian counsels, to the Arranger pursuant extent that copies of invoices for such fees and expenses have been delivered to that certain engagement letterthe Borrowers. (f) The Agent shall have received good standing or subsistence certificates, as applicable, for each Loan Party, issued by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC;a recent date. (cg) the Administrative The Agent and the Arranger shall have received all reasonable a certificate, in form and documented costs and expenses required substance reasonably satisfactory to it, from a Senior Officer of each Borrower (with such certification to be paid or reimbursed under Section 10.04 in such Person’s capacity as a Senior Officer of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior such Borrower and not in such Person’s individual capacity) certifying that: (i) after giving effect to the Incremental Amendment No. 1 Effective Date; transactions hereunder and under the Revolving Credit Agreement, (dA) each Loan Party is Solvent; (B) the representations and warranties set forth in Section 5 hereof shall be 9 of the Loan Agreement are true and correct; correct in all material respects on and as of such date as if made on and as of such date except to the extent any such representation or warranty expressly relates to any earlier and/or specified date and except any representations or warranties that are qualified by materiality, which are true and correct in all respect as of such date or such earlier and/or specified date; and (eC) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated Party has complied in all material respects with all agreements and conditions to be satisfied by it under the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)Documents; (ii) a certificate of good standing (there is no action, suit, investigation or proceeding pending or, to the extent such concept exists) from the applicable secretary of state knowledge of the state of organization of each Loan PartyParties, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (iii) a copy of the resolutions of Second Amendment Tranche B U.S. Term Loan made by the board of directors or Lenders to the Borrowers hereunder is in full compliance with the Federal Reserve’s margin regulations and other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereundersimilar Applicable Laws; (iv) no law or regulation to which any Loan Party is subject is applicable to the transactions contemplated hereby which could reasonably be expected to have a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered Material Adverse Effect on any Loan Party or a Material Adverse Effect on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreementtransactions contemplated hereby; (v) a solvency certificate from the chief financial officer of the Borrowerno Material Adverse Effect shall have occurred since March 28, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement2015; (vi) a Term Note duly executed the Revolving Loan Documents shall be in full force and delivered by the Borrower in favor effect and no default or event of each New 2014 Term Lender, if any, requesting the samedefault shall exist thereunder; and (vii) there is no default in existence under any Material Contract by a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; andParty. (fh) The Agent shall have received such other items, documents, agreements, items or actions as the incurrence Agent may reasonably request in order to effectuate the transactions contemplated hereby. (i) No Default or Event of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date Default shall comply with the requirements of Section 2.12 of the Credit Agreementhave occurred and be continuing.

Effectiveness. This Incremental Amendment, and The effectiveness of the obligation Commitments of each New 2014 Initial Term Lender the Lenders to make any Credit Extensions hereunder shall be subject to the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) condition that the Administrative Agent shall have received the following, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent: (a) executed counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the Loan PartiesAgreement, (ii) sufficient in number for distribution to the Administrative Agent Agent, each Lender and (iii) the New 2014 Term Lenderseach Borrower; (b) the a Note duly executed by each Borrower in favor of each Lender that shall have paid all fees due and payable requested a Note at least two Business Days prior to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCClosing Date; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective DateGuaranty duly executed by each Guarantor; (d) the representations copies of each Loan Party’s articles of incorporation and warranties set forth bylaws (or comparable organizational documents) and any amendments thereto, certified in Section 5 hereof shall be true and correcteach instance by its Secretary, Assistant Secretary or other Responsible Officer; (e) the Administrative Agent shall have received: (i) a certificate copies of resolutions of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers ’s Board of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement Directors (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other similar governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (Agreement and any agreements relating thereto) the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with incumbency certificates and specimen signatures of the persons authorized to execute such documents on each Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary, Assistant Secretary or other Responsible Officer; (f) copies of the certificates of good standing, or the nearest equivalent in the relevant jurisdiction, for each Loan Party (dated no earlier than 45 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental department or agency of the jurisdiction of its incorporation or organization and of each state in which it is qualified to do business as a foreign corporation or organization; (g) a certificate signed by a Responsible Officer of the Company certifying that the conditions specified in Sections 3.02(a) and (b) in are satisfied on the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunderClosing Date; (ivh) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form list of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) Authorized Representatives of the Credit Agreementeach Borrower, certified by a Responsible Officer; (vi) a solvency certificate from the chief financial officer of fees contemplated by the Borrower, dated Fee Letters and the Incremental Amendment No. 1 Effective Date, substantially in expenses then required to be paid or reimbursed by the form of Exhibit G Company hereunder to the Credit Agreementextent invoiced at least three Business Days prior to the Closing Date; (vij) a Term Note duly executed the favorable written opinion(s) of counsel to each Loan Party in form and delivered by substance reasonably satisfactory to the Borrower in favor of each New 2014 Term Lender, if any, requesting the sameAdministrative Agent; and (viik) a Committed Loan Notice evidence reasonably satisfactory to the Administrative Agent that the aggregate principal amount of any loans outstanding under the Asset-Based Credit Agreement shall have been paid in accordance with Section 2.02(a) of full and the Amended Credit Agreement; andcommitments thereunder shall have been terminated in full. (fl) to the incurrence extent requested by it in writing to the Company not less than ten Business Days prior to the Closing Date, each Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the New 2014 Initial Term Loans on “Patriot Act”), including the Incremental Amendment No. 1 Effective Date shall comply with the requirements of information described in Section 2.12 of the Credit Agreement9.19.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective as of the first date on the date or before August 8, 2005 (the “Incremental Second Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfiedon which: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment hereof duly executed and delivered by a duly authorized officer the Borrower and the Required Lenders; (b) the Administrative Agent shall have received such favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of Xxxxxx & Xxxxxx L.L.P., counsel for the Borrower, and of Xxxxxx X. Xxxxx, General Counsel of the Borrower, as it shall reasonably request relating to this Amendment, the Security Agreement, the Loan Parties and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment, the Security Agreement and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent; (i) the Loan PartiesCollateral and Guarantee Requirement (as such term is amended hereby) shall have been satisfied (other than the delivery of items set forth in clauses (d) or (e) of the definition of the Collateral and Guarantee Requirement), (ii) the Administrative Agent shall have received a completed Perfection Certificate dated the Second Amendment Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, and (iii) the New 2014 Term Collateral Agent, for the ratable benefit of the Lenders; (b) the Borrower , shall have paid all fees due a fully perfected first priority Lien on, and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrowersecurity interest in, the Arranger and TPG Capital BD, LLC; Collateral (c) other than the Administrative Agent Mortgaged Property and the Arranger shall have received all reasonable and documented costs and expenses required Aircraft) subject only to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correctPermitted Encumbrances; (e) the Administrative Agent shall have received: (i) a certificate received payment of each Loan Partyall reasonable fees and out-of-pocket expenses, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors invoiced, to be paid or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) reimbursed to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, by the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower , including those referred to in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement9 hereof; and (f) the incurrence Borrower shall have paid to the Administrative Agent in immediately available funds, for the account of each of the New 2014 Initial Term Loans on Lenders entitled thereto, the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Fee referred to in Section 2.12 of the Credit Agreement7 hereof.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Agreement shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when that each of the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.5 with the consent of the Borrower): (a) the Administrative Agent shall have received counterparts from each of the Borrower, each Issuing Bank, the Swingline Bank and the Banks (x) a counterpart of this Incremental Amendment executed and delivered by a duly authorized officer Agreement signed on behalf of each of such Person or (iy) the Loan Parties, (ii) written evidence satisfactory to the Administrative Agent and (iiiwhich may include facsimile transmission of a signed signature page of this Agreement) the New 2014 Term Lendersthat such Person has signed a counterpart of this Agreement; (b) receipt by the Borrower shall have paid all fees due Administrative Agent of an opinion of the General Counsel of the Borrower, in form and payable substance satisfactory to the Arranger pursuant Administrative Agent and the Lenders covering such matters relating to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger Loan Documents and TPG Capital BD, LLCthe transactions contemplated hereby as they may require; (c) all Existing Bank Debt shall be paid in full, all Liens, if any, securing the same and all commitments thereunder shall be terminated, and the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 satisfactory evidence of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Dateforegoing; (d) all fees payable to the representations Lenders and warranties set forth the Agents on the Effective Date, and the reasonable fees and expenses of counsel to the Administrative Agent incurred in Section 5 hereof connection with the preparation, negotiation and closing of the Loan Documents, shall be true and correct;have been paid; and (e) the Administrative Agent shall have received: received (i) a certificate of each Loan Partygood standing with respect to the Borrower from the Secretary of State of its state of incorporation, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); and (ii) a certificate of good standing (the Secretary or an Assistant Secretary of the Borrower, in form and substance reasonably satisfactory to the extent such concept existsAdministrative Agent, attaching (A) from organizational documents, (B) resolutions authorizing the applicable secretary of state Loan Documents and the transactions contemplated thereby which are in full force and effect, and (C) containing an incumbency certification with respect to each officer thereof signing any Loan Document. Notwithstanding anything to the contrary contained in this Section 3.1, this Agreement shall not become effective or be binding on any party hereto unless not later than December 31, 2004, all of the state of organization foregoing conditions are satisfied (or waived in accordance with Section 9.5 with the consent of each Loan Party; (iii) a copy of ). The Borrower and the resolutions of Banks party to the board of directors or other governing bodyExisting Agreements, as applicableto the extent that the Banks constitute "Required Banks" thereunder, of each Loan Party (or a duly authorized committee thereof) authorizing (a) hereby agree that the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) commitments to which it is a party and (b) in extend credit thereunder shall terminate automatically upon the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, Effective Date. The Administrative Agent shall promptly notify the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form Lenders of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans such notice shall be conclusive and binding on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementall parties hereto.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on upon the date (execution and delivery thereof by the “Incremental Amendment No. 1 Effective Date”) when each Borrower, the Administrative Agent and the Lender Parties and satisfaction of the following conditions precedent (the “Effective Date”): 3.1 The representations and warranties of the Borrower in Section 5 of this Amendment shall have been satisfied: (a) be true and correct as of the Effective Date, and the Administrative Agent shall have received counterparts a certificate from a Responsible Officer of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) Borrower confirming the Administrative Agent and (iii) the New 2014 Term Lenders;same. (b) the 3.2 The Borrower shall have paid all fees due and payable to the Arranger Administrative Agent an amendment fee in the amount of $100,000. 3.3 MIC shall have contributed, directly or indirectly, to the Borrower $50,000,000.00 by depositing such amount directly into the Special Reserve Account. 3.4 The Borrower shall have used the funds in the Special Reserve Account (including the funds deposited by MIC pursuant to that certain engagement letterSection 3.3 hereof) to make an optional prepayment of the Term Loans in accordance with Section 2.9(b) of the Loan Agreement, dated together with (a) any Hedging Termination Obligations payable under the Hedging Agreements as a result of June 3reduction of notional amounts under any such Hedging Agreements due to such optional prepayment and (b) any funding losses resulting from such optional prepayment, 2014 (pursuant to Section 3.5 of the “Engagement Letter”), among Loan Agreement. 3.5 The Borrower shall have paid the Borrower, reasonable fees and disbursements of the Arranger and TPG Capital BD, LLC;Lenders’ counsel incurred in connection with this Amendment. (c) 3.6 The Borrower shall have deliver to the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required Lenders an opinion of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, in form and scope reasonably satisfactory to the borrowings Administrative Agent, regarding the due authorization, execution and delivery of the New 2014 Term Loans contemplated hereunder; (iv) a customary Amendment, its legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPand valid nature, special New York counsel to Holdings, the Borrower binding effect and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementenforceability.

Effectiveness. This Incremental Amendment, Agreement shall be binding on the parties hereto and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant effective (other than with respect to Section 2(a)(i2 of this Agreement, which shall be effective only as provided in the immediately following sentence) hereofon the date the condition contained in Section 4(i) of this Agreement (and no others) has been satisfied (such date, the “Signing Date”). Section 2 of this Agreement shall become be effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions contained in this Section 4 (and no others) have been satisfied or waived (the “Effective Date”): (i) this Agreement shall have been satisfied:executed and delivered by Holdings, Intermediate Holdings, the Borrower, each Subsidiary Guarantor, the Administrative Agent and the Amendment No. 1 Incremental Lenders; (aii) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) a customary closing certificate from a Responsible Officer of the Borrower shall have paid all fees due and payable certifying as to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 satisfaction of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties conditions set forth in Section 5 hereof shall be true clauses (vi), (vii), and correct; (eviii) the Administrative Agent shall have received: below and (iii) a certificate of each Loan Party, Party dated as of the Incremental Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to this Agreement and the Amendment No. 1 Effective DateIncremental Term Commitments, executed by two Responsible Officers (B) certifying that the certificate or articles of incorporation or formation, as the case may be, and by-laws or operating agreement, as the case may be, of such Loan Party either (x) has not been amended since the Closing Date or (y) is attached as an exhibit to such certificate, (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(vand (D) of the Credit Agreement (together with the attachments described therein); (ii) certifying and attaching a certificate of good standing (to the extent such concept exists) ), dated as of a recent date prior to the Effective Date, from the applicable secretary of state (or other applicable office) of the state of organization of each such Loan Party; (iii) the Administrative Agent shall have received a copy Borrowing Request in accordance with Section 2.03 of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) Credit Agreement in the case respect of the Borrower’s request to borrow the Amendment No. 1 Incremental Term Loans, the borrowings executed by a Responsible Officer of the New 2014 Term Loans contemplated hereunderBorrower; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel prior to Holdings, or substantially concurrently with the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form funding of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective DateIncremental Term Loans hereunder, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower shall have paid any arrangement or other fees separately agreed in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance writing with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental any Amendment No. 1 Incremental Lender and any reasonable out of pocket costs and expenses incurred by the Administrative Agent in connection with this Agreement, including reasonable expenses required to be paid by the Borrower thereby for which invoices have been presented at least three Business Days prior to the Effective Date shall comply with or such later date as the requirements Borrower may agree (including the documented reasonable fees and expenses of Section 2.12 legal counsel), which amounts may be offset against the proceeds of the Credit Agreement.Amendment No. 1

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become -------------- effective on as of the date (the “Incremental "Amendment No. 1 Effective Date”") when each of the following ------------------------ conditions shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received copies hereof that, when taken together, bear (i) the signatures of the Borrowers and the Required Lenders, (ii) the signatures of US Term Lenders having outstanding US Term Loans representing more than 50% of the total outstanding US Term Loans on the Amendment Effective Date, (iii) the signatures of Canadian Term Lenders having outstanding Canadian Term Loans and outstanding accepted B/As representing more than 50% of the sum of the total outstanding Canadian Term Loans and accepted B/As on the Amendment Effective Date and (iv) the signatures of each Lender increasing its Revolving Commitment pursuant to Section 2 of this Amendment. (b) The Company shall have received gross cash proceeds from the issuance of the Qualified Subordinated Indebtedness of at least $125,000,000. (c) The Administrative Agent shall have received counterparts a certificate of this Incremental Amendment executed and delivered by the President, a duly authorized officer Vice President or a Financial Officer of each of (i) the Loan PartiesCompany, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated confirming compliance as of June 3, 2014 (the “Engagement Letter”), among Amendment Effective Date with the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties conditions set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing paragraphs (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 4.02 of the Credit Agreement. (d) The Administrative Agent and the Lenders shall have received all fees, expenses and other consideration presented for payment on or before the date hereof. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Amendment Effective Date and shall distribute to the Borrower and the Lenders an updated Schedule 2.01 on the date when such Schedule may be modified pursuant to Section 2 hereof.

Effectiveness. (a) Each Lender that submits an executed counterpart hereto acknowledges and agrees that in the absence of a change to the terms and conditions of this Amendment (including Exhibit A hereto), in each case that is (x) materially adverse to the Lenders and (y) made after the submission of such executed counterpart, such submission is irrevocable. (b) This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on and as of the date (such date, the “Incremental Amendment No. 1 Effective Date”) when on which on which each of the following conditions shall have been is satisfied: (ai) the Administrative Agent shall have received the following: (A) duly executed counterparts of this Incremental Amendment executed and delivered by a duly authorized officer that, when taken together, bear the signatures of the Parent Borrower, the Administrative Agent, the Required Facility Lenders with respect to each of (i) the Tranche A Term Loan PartiesFacility, (ii) Tranche B Term Loan Facility, Tranche C Term Loan Facility, Delayed Draw 1 Term Loan Facility, Delayed Draw 2 Term Loan Facility and the Administrative Agent and (iii) the New 2014 Term Required Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iiiB) a copy of the resolutions resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors directors, other managers or other governing body, as applicable, general partner of each U.S. Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case performance of the Borrower, Credit Agreement and the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiariesother Loan Documents, in each case substantially in the form as modified by this Amendment, certified as of the respective opinions delivered on the Closing Amendment No. 1 Effective Date pursuant to Section 4.01(a)(vi) by a Responsible Officer of the Credit Agreementeach U.S. Loan Party as being in full force and effect without modification or amendment; (vC) a solvency favorable legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, and Xxx Xxxxx Xxxxxxxx Incorporated, Texas counsel to the Loan Parties, each in form and substance reasonably satisfactory to the Administrative Agent, covering such matters relating to this Amendment, the Amended Credit Agreement and the other Loan Documents and security interests created thereunder as the Administrative Agent shall reasonably request; (D) a certificate from the chief financial officer Chief Financial Officer of the Borrower, Parent Borrower dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G certifying as to the Credit Agreement; (vi) a Term Note duly executed accuracy of the representations and delivered by the Borrower warranties set forth in favor of each New 2014 Term Lender, if any, requesting the sameSection 3 hereof; and (viiE) duly executed counterparts of the Collateral Sharing Agreement by each of the parties thereto; (ii) (A) the Parent Borrower shall have made a Committed Loan Notice Permitted Debt Exchange Offer for an aggregate principal amount (calculated on the face amount thereof) of Term Loans of at least $2,000,000,000 on the terms set forth in that certain Clear Channel Communications, Inc. Offering Circular, dated October 12, 2012, (B) each of the Sponsors shall have offered for exchange Term Loans in accordance with Section 2.02(a2.18(a)(iv) of the Credit Agreement in respect of such Permitted Debt Exchange Offer and (C) the Parent Borrower shall have accepted all Term Loans validly tendered by the Lenders and not withdrawn in respect of such Permitted Debt Exchange Offer, subject to proration; provided that the Parent Borrower shall not be required to consummate a Permitted Debt Exchange pursuant to such Permitted Debt Exchange Offer in an aggregate principal amount greater than $2,000,000,000 (the “Initial Permitted Debt Exchange”); (iii) the Administrative Agent shall have received all other fees and other amounts due and payable to it in connection with this Amendment, including, to the extent invoiced on or before the Amendment No. 1 Effective Date, reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of Xxxxxx, Xxxxxx & Xxxxxxx LLP) required to be reimbursed or paid by any Loan Party in connection with the Amendment; and (iv) each U.S. Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Administrative Agent pursuant to which it confirms that it consents to this Amendment and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Amended Credit Agreement; andAgreement and the Obligations of such U.S. Loan Party hereunder and thereunder. (fc) The Administrative Agent shall notify the incurrence Borrower and the Lenders of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with promptly after the requirements of Section 2.12 of the Credit Agreementoccurrence thereof.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date that the following conditions have been satisfied or waived (the “Incremental Amendment No. 1 4 Effective Date”) when each of the following conditions shall have been satisfied:): (a1) the Administrative Agent shall have received counterparts executed signature pages of this Incremental Amendment executed Amendment, from each Loan Party, the Administrative Agent and delivered by a duly authorized officer of each of Lender; (i) the Loan Parties, (ii2) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 a Note executed by the Borrowers in favor of the Credit Agreement or the Engagement Letter for which invoices have been presented each Lender that has requested a Note at least three Business Days prior to the Incremental Amendment No. 1 4 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e3) the Administrative Agent shall have received:received a legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent; (i4) the Administrative Agent shall have received a solvency certificate signed by the Chief Financial Officer (or other officer with substantially similar responsibilities) of the Parent Borrower certifying as to the solvency (as set forth in Section 5.16 of the Amended Credit Agreement) of the Borrowers and their Subsidiaries, on a consolidated basis, on the Amendment No. 4 Effective Date; (5) the Administrative Agent shall have received a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 4 Effective Date, substantially in the form of Exhibit G I to the Amended Credit Agreement, with appropriate insertions and attachments; (vi6) a Term Note duly executed and delivered by the Borrower in favor Administrative Agent shall have received good standing certificates of each New 2014 Term Loan Party from its jurisdiction of organization; (7) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Parent Borrower certifying that (i) the conditions specified in Sections 2 hereof have been satisfied and (ii) since September 28, 2019, no Material Adverse Effect has occurred; (8) the Administrative Agent shall have received a Borrowing Base Certificate for the month ended July, 2020, and executed by a Responsible Officer of the Parent Borrower. After giving effect to (i) any funding of the Loans on the Amendment No. 4 Effective Date and (ii) 2all Letters of Credit to be issued at, or immediately subsequent to, the Amendment No. 4 Effective Date, Excess Availability shall not be less than 50% of the outstanding Line Cap; (9) arrangements reasonably satisfactory to the Administrative Agent shall have been made for the execution, delivery and filing of such Collateral Documents, including, for the avoidance of doubt, the filing of any agreements covering Intellectual Property with the applicable filing office; (10) (i) upon the reasonable request of any Lender made at least five (5) days prior to the Amendment No. 4 Effective Date, the Parent Borrower shall have provided to such Lender, if anyand such Lender shall be reasonably satisfied with, requesting the samedocumentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Amendment No. 4 Effective Date and (ii) at least three (3) days prior to the Amendment No. 4 Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests at least five (5) days prior to the Amendment No. 4 Effective Date, a Beneficial Ownership Certification in relation to such Loan Party; (11) the Administrative Agent shall have received an executed (i) Joinder Agreement, dated as of the date hereof, by and among Horizon Spa & Pool Parts, Inc., a Delaware corporation (“Horizon”) and the Administrative Agent, and (ii) Assumption Agreement, dated as of the date hereof, by and among Horizon and the Administrative Agent; and (vii12) a Committed Loan Notice the Borrower shall have paid, or concurrently herewith shall pay, to the Administrative Agent and the Lead Arranger (as defined in accordance with Section 2.02(a) of the Amended Credit Agreement; and ) such fees as have separately been agreed by the Parent Borrower, the Administrative Agent and the Lead Arranger (f) the incurrence including legal fees of the New 2014 Initial Term Loans on Administrative Agent and the Incremental Lead Arranger to the extent an invoice therefor is received by the Parent Borrower at least three (3) business days prior to the Amendment No. 1 4 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementDate).

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on and as of the first date (the “Incremental Amendment No. 1 Effective Date”) when each of on which the following conditions shall precedent have been satisfied: (a) satisfied with respect to the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of Existing Credit Agreement: (i) the Loan Partiesexecution of counterparts hereof by (A) the Required Lenders, (B) the Borrower, (C) each Guarantor and (D) the Administrative Agent; (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as execution of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) an intercreditor agreement between the Administrative Agent and the Arranger administrative agent under the credit agreement for the Permitted Subordinated Loans, which shall have received all reasonable be on terms satisfactory to such parties; (iii) receipt by the Administrative Agent, on or prior to December 13, 2007, for the benefit of each Lender that executes and documented costs and expenses required delivers a counterpart of this amendment on or prior to be paid or reimbursed under Section 10.04 12:00 P.M. EDT on December 12, 2007, of a fee equal to 0.50% of the Credit Agreement sum of such Lender’s aggregate Commitments and the aggregate principal amount of the Loans owing to such Lender as of the date of delivery of such counterpart; (iv) receipt by Borrower and Administrative Agent of written or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; telephonic notification of such execution and authorization of delivery thereof; (dv) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) receipt by the Administrative Agent shall have received: (i) a certificate of each Loan PartyAgent, dated on the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) signed by a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer Senior Officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G stating that to the knowledge of such officer and on behalf of the Borrower (not in such officer’s individual capacity), (A) all of the representations and warranties of the Borrower under the Existing Credit Agreement; Agreement are true and correct in all material respects on and as of the Effective Date as if made on such date and (B) no Event of Default or Default shall have occurred and be continuing or would result from the execution and delivery of this Amended Credit Agreement or the performance by any Credit Party of its obligations hereunder; (vi) confirmation that LoanCo has become a Term Note Subsidiary of the Parent; (vii) confirmation that the Parent has caused the equity interests of LoanCo to be pledged in favor of the Collateral Agent on terms reasonably satisfactory to the Administrative Agent; (vii) consummation of the proposed acquisition in accordance with the Asset Purchase Agreement; (ix) confirmation that no waiver was made to any covenant or representation in the Asset Purchase Agreement that is materially adverse to the Lenders; (x) receipt hereunder by the Administrative Agent of an information packet containing final forms of the agreements governing the terms of the (A) Permitted Loan Trading Platform Facility, (B) Permitted Subordinated Loans and (C) Permitted Warehouse Facility; and (xi) receipt by the Administrative Agent, on or prior to the Effective Date, of counterparts of the agreements referred to in clause (x) above, duly executed and delivered by each party thereto and in full force and effect and reasonably satisfactory to the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment NoAdministrative Agent. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreement.­NY12534:186159.8

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on as of the date (the “Incremental Eleventh Amendment No. 1 Effective Date”) when each of on which the following conditions precedent shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment hereof duly executed and delivered by a duly authorized officer of each of (i) the Loan PartiesBorrower, (ii) the Guarantors, (iii) the Administrative Agent Agent, (iv) the Issuing Lenders, (v) 2023 Extending Lenders holding Five-Year Commitments, (vi) Lenders constituting Required Lenders under the Credit Agreement and (vii) the New Five-Year Lenders listed on Exhibit B hereto; (i) each of the representations and warranties of the Borrower in the Credit Agreement and this Amendment shall be true and correct in all material respects, as if made on and as of the date hereof (provided that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified); (ii) since December 31, 2017 there shall have been no Material change in the business or financial condition of the Borrower and its Subsidiaries taken as a whole that has not been publicly disclosed, and (iii) the New 2014 Term Lenders; (b) the Borrower no Default or Event of Default shall have paid all fees due occurred and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCbe continuing; (c) the Administrative Agent and the Arranger shall have received all reasonable an opinion from Xxxxx Xxxxxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, each Lender and documented costs each New Five-Year Lender, in form and expenses required substance reasonably satisfactory to be paid or reimbursed under Section 10.04 the Administrative Agent. In rendering the foregoing opinion, such counsel may rely upon certificates of officers of the Credit Agreement or Loan Parties as to factual matters, including (i) the Engagement Letter for nature and location of the property of the Loan Parties, (ii) agreements and instruments to which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective DateLoan Parties are a party and (iii) the conduct of the business of the Loan Parties; (d) the representations Administrative Agent shall have received a certificate of the Secretary of each Loan Party certifying, as of the date of this Amendment, to resolutions duly adopted by the board of directors or other governing body of such Loan Party or a duly authorized committee thereof authorizing such Loan Party’s execution and warranties set forth in Section 5 hereof shall be true delivery of this Amendment and correctthe making of the Borrowings hereunder, if any, with appropriate insertions and attachments, including (x) the certificate of incorporation (or similar constituent document) of each such Loan Party that is a corporation certified as of a recent date by an authorized officer of such Loan Party, (y) bylaws or equivalent organizational document of such Loan Party and (z) a long form good standing certificate for such Loan Party from its jurisdiction of organization; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Partyreceived such other closing documents, dated including legal opinions, documents, certificates and other instruments, as are customary for the Incremental Amendment No. 1 Effective Datetransactions described in this Amendment, executed by two Responsible Officers of or as such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)Administrative Agent may reasonably request; (iif) a certificate of good standing (all fees, including upfront fees payable to the extent such concept exists) from the applicable secretary of state New Five-Year Lenders and 2023 Extending Lenders, and reasonable and documented out-of-pocket costs and expenses of the state Administrative Agent, including the reasonable fees and disbursements of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors counsel, shall have been paid or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the samereimbursed; and (viig) a Committed Loan Notice in accordance with Section 2.02(a) all accrued interest and fees payable to Lenders as of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Eleventh Amendment No. 1 Effective Date shall comply with the requirements have been paid and all principal of Section 2.12 of the Credit Agreementany outstanding Five-Year Loans to Non-Extending Lenders shall have been paid.

Effectiveness. This Incremental The effectiveness of this Amendment, each 2021-A Incremental Revolving Lender’s obligation to provide its 2021-A Incremental Revolving Commitments on the Amendment Effective Date and each 2021-A Incremental Term Lender’s obligation to make its 2021-A Incremental Term Loan on the Amendment Effective Date pursuant to this Amendment, shall be subject to the satisfaction (or waiver by the Administrative Agent and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i2021-A Incremental Lenders) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied:(the date of such effectiveness, the “Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have received from each Loan Party named on the signature pages hereto, the Administrative Agent and each 2021-A Incremental Lender 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 of this Amendment. (b) The Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of customary written opinion (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable addressed to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable 2021-A Incremental Lenders and documented costs and expenses required to be paid or reimbursed under Section 10.04 dated the Amendment Effective Date) of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior counsel to the Incremental Amendment No. 1 Effective Date;Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (dc) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the The Administrative Agent shall have received: (i) received a certificate of each Loan Party, dated as of the Incremental Amendment No. 1 Effective Date, in form and substance reasonably satisfactory to the Administrative Agent with appropriate insertions, executed by two any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4. (d) The Administrative Agent shall have received, as to each Loan Party, (i) either (x) a copy of each Organizational Document of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by a Responsible Officer of such Loan Party that the Organizational Documents of such Loan Party most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Credit Agreement remain in full force and effect on the Amendment Effective Date without modification or amendment since the date of such prior delivery, (ii) either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party, substantially in Party executing this Amendment or (y) written certification by a Responsible Officer of such Loan Party that the form signature and incumbency certificates of such Loan Party most recently delivered to the certificates delivered on Administrative Agent prior to the Closing Amendment Effective Date pursuant to Section 4.01(a)(v) of the Credit Agreement remain true and correct as of the Amendment Effective Date, (together with iii) resolutions of the attachments described therein); Board of Directors of such Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iiiv) a certificate of good standing certificate (to the extent such concept exists) from the applicable secretary Governmental Authority of state such Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Administrative Agent shall have received a Notice of Borrowing in accordance with the requirements of Section 2.3 of the state Credit Agreement. (f) The Administrative Agent shall have received a solvency certificate executed by a chief financial officer or treasurer of organization the Borrower, dated as of the Amendment Effective Date, substantially consistent with the solvency certificate delivered on the Closing Date. (g) The Administrative Agent and the 2021-A Incremental Joint Lead Arrangers shall have received all costs, fees and expenses (including, without limitation, legal fees and expenses) required to be paid on the Amendment Effective Date pursuant to this Amendment, the Commitment Letter or that certain fee letter, dated October 20, 2021 (the “Fee Letter”), entered into by the Borrower, Truist Bank and Truist Securities, in the case of costs and expenses, to the extent invoiced at least two (2) Business Days (or such shorter period as the Borrower may agree) prior to the Amendment Effective Date. (h) The 2021-A Incremental Lenders shall have received, at least two days prior to the Amendment Effective Date, (x) all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten days prior to the Amendment Effective Date by the 2021-A Incremental Lenders that they shall have reasonably determined is required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation and (y) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. (i) Immediately after giving effect to the making of the 2021-A Incremental Term Loans and the establishment of the 2021-A Incremental Revolving Commitments on the Amendment Effective Date, the use of proceeds thereof and all pro forma adjustments related thereto (but (i) without “netting” the cash proceeds of the 2021-A Incremental Term Loans and (ii) assuming the 2021-A Incremental Revolving Commitments are fully drawn on the Amendment Effective Date), the Consolidated Leverage Ratio does not exceed 2.00:1.00. (j) Concurrently with the funding of the 2021-A Incremental Term Loans, the Borrower shall have paid (or caused to be paid) (i) to the Administrative Agent for the account of each Loan Party;Lender with outstanding Initial Term Loans on, and immediately prior to, the Amendment Effective Date all accrued but unpaid interest owing on the Initial Term Loans through the date immediately prior to the Amendment Effective Date and (ii) to the Administrative Agent for the account of each Lender with Revolving Commitments all accrued but unpaid Commitment Fees owed to such Lender through the date immediately prior to the Amendment Effective Date. (iiik) The Administrative Agent shall have received a copy certificate executed by the chief financial officer or the treasurer of the resolutions Borrower, dated as of the board Amendment Effective Date, certifying as to the satisfaction of directors the conditions referred to in clauses (i) (setting forth reasonably detailed calculations thereof), (m) and (n) of this Section 4. (l) The representations and warranties of the Loan Parties set forth in Section 3 above are true and correct. (m) The Acquisition shall have been consummated, or other governing bodyshall be consummated substantially concurrently with the initial borrowing under the 2021-A Incremental Term Facility and the establishment of the 2021-A Incremental Revolving Increase in accordance with the terms of the Acquisition Agreement. The Acquisition Agreement shall not have been amended or waived, and no consents shall have been given with respect thereto by the Borrower or its Subsidiaries in a manner materially adverse to the 2021-A Incremental Lenders or the 2021-A Incremental Joint Lead Arrangers (in each case, in its capacity as applicablesuch) without the consent of the 2021-A Incremental Joint Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed). (n) Except as set forth in the disclosure schedules to the Acquisition Agreement, from August 31, 2021, there has been no Seller Party Material Adverse Effect (as defined in, and interpreted pursuant to, the Acquisition Agreement as in effect on October 20, 2021) (a “Company Material Adverse Effect”). (o) The Refinancing shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under the 2021-A Incremental Term Facility and the establishment of each Loan Party the 2021-A Incremental Revolving Increase. (or a duly authorized committee thereofp) authorizing The 2021-A Incremental Lenders shall have received (a) the executionaudited consolidated balance sheet of the Group Companies (as defined in, delivery and performance interpreted pursuant to, the Acquisition Agreement) as of this Incremental Amendment (December 31, 2020 and any agreements relating thereto) to which it is a party December 31, 2019 and the related audited consolidated statements of income and member’s equity and cash flows for the fiscal years then ended; and (b) the unaudited consolidated balance sheet of the Group Companies as of August 31, 2021 and the related unaudited consolidated statements of income and cash flows for the year-to-date period then ended. (q) The Administrative Agent shall have received, subject to the Certain Funds Provisions (as defined below), documents necessary to create and perfect the Administrative Agent’s security interests in the case Collateral of the BorrowerTarget (other than with respect to Innovative Plastics, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPLLC and CMC Marine, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its SubsidiariesLLC), in each case substantially in proper form for filing. (r) With respect to each existing Mortgaged Property, the Administrative Agent shall have received all flood documentation required pursuant to clause (d) of Part I of the term “Real Estate Documents” (as defined in the form of Credit Agreement), and the respective opinions delivered on the Closing Date pursuant to Lenders shall have completed all flood insurance due diligence and compliance in accordance with Section 4.01(a)(vi2.23(h) of the Credit Agreement; . Notwithstanding anything in the Credit Agreement to the contrary, solely for purposes of this Amendment, the “Notice Periods set forth in clauses (va) a solvency certificate from the chief financial officer and (b) of Section 2.23(h) of the Borrower, dated the Incremental Amendment NoCredit Agreement shall be five (5) days for Mortgaged Properties that are not located in a “special flood hazard area” and fifteen (15) days for Mortgaged Properties that are located in a “special flood hazard area”. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in In accordance with Section 2.02(a2.23(h) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreement, the Effective Date may occur prior to the conclusion of the applicable Notice Period if the Administrative Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance have been completed by the Lenders (such written confirmation not to be unreasonably withheld, conditioned or delayed).

Effectiveness. This Incremental Amendment, Consent and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to Amendment shall be made by it pursuant to Section 2(a)(i) hereof, shall become deemed effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfiedupon: (a) the Administrative due execution and delivery to Collateral Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer Lenders of each of the following: (i) this Consent and Amendment by each party hereto; (ii) a Corporate Borrowing Certificate, duly executed by Concortis; (iii) duly executed original Amended and Restated Secured Promissory Notes in favor of each Lender according to its Term Loan Commitment Percentage; (iv) the Operating Documents and good standing certificates of Concortis, certified by the Secretary of State (or equivalent agency) of Concortis’ jurisdiction of organization or formation and each jurisdiction in which Concortis is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the date hereof; (v) a completed Perfection Certificate for Concortis; (vi) certified copies, dated as of a date no earlier than thirty (30) days prior to the date hereof, of financing statement searches with respect to Concortis, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or will be terminated or released; (vii) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 of the Loan Agreement are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (viii) evidence that (i) the Loan PartiesLiens in favor of LSQ Funding Group, L.C. are terminated and (ii) the Administrative documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have been terminated; (ix) evidence, in form and substance satisfactory to Collateral Agent and the Lenders, of closure of account numbers XX-XXXXX-40787 and XX-XXXXX-68991 maintained by Concortis at Bank of America; (iiix) fully executed copies of the New 2014 Term LendersMerger Documents, together with evidence reasonably satisfactory to Collateral Agent and the Lenders that the transactions contemplated by the Merger Documents have been consummated; (xi) a landlord’s consent executed in favor of Collateral Agent in respect of 00000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx X, Xxx Xxxxx, XX 00000; and (xii) that certain Post Closing Letter to Consent and Second Amendment to Loan and Security Agreement; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as filing of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC;a UCC-1 financing statement; and (c) Borrower’s payment of all Lenders’ Expenses incurred through the Administrative Agent date of this Consent and Amendment. In Witness Whereof, the Arranger shall parties hereto have received all reasonable caused this Consent and documented costs and expenses required Amendment to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) as of the Amended Credit Agreement; and (f) the incurrence date first written above. SORRENTO THERAPEUTICS, INC. OXFORD FINANCE LLC By: /s/ Xxxxxxx Xxxxxxx By /s/ Xxxx Xxxxx Name: Xxxxxxx Xxxxxxx Name: Xxxx Xxxxx Title: CFO Title: VP Finance, Secretary & Treasurer IGDRASOL, INC. LENDER: OXFORD FINANCE FUNDING VI, LLC By /s/ Xxxxxxx Xxxxxxx By: Oxford Finance LLC, as servicer Name: Xxxxxxx Xxxxxxx Title: CFO By Name: Title: SHERRINGTON PHARMACEUTICALS, INC. SILICON VALLEY BANK By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO By /s/ D. Xxxxxxx Xxxxx Name: D. Xxxxxxx Xxxxx Title: Managing Director CONCORTIS BIOSYSTEMS, CORP. By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO Borrower: CONCORTIS BIOSYSTEMS, CORP. Date: , 2014 Lenders: OXFORD FINANCE LLC, as Collateral Agent and Lender OXFORD FINANCE FUNDING VI, LLC, as Lender SILICON VALLEY BANK, as Lender I hereby certify as follows, as of the New 2014 Initial Term Loans on date set forth above: 1. I am the Incremental Amendment NoSecretary, Assistant Secretary or other officer of Borrower. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementMy title is as set forth below.

Effectiveness. This Incremental Amendment, and the obligation Section 1 of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, this Amendment shall become effective on the date (such date, if any, the “Incremental Amendment No. 1 Effective Date”) when each of that the following conditions shall have been satisfied: (ai) the US Administrative Agent shall have received counterparts of this Incremental Amendment executed signature pages hereto from (a) each Lender and delivered by a duly authorized officer of (b) each of (i) the Loan Parties, Credit Party; (ii) the US Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to received from the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 Parent Borrower a non-refundable fee (the “Engagement LetterAmendment Fee”), among for the Borroweraccount of each Lender that has delivered an executed signature page hereto on or prior to 5:00 p.m., New York time, March 7, 2012 (the Arranger and TPG Capital BD“Consent Deadline”), LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required equal to be paid or reimbursed under Section 10.04 0.125% of the Credit Agreement or principal amount of Revolving Commitments of such Lender on the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (diii) the representations Borrowers shall have paid all fees owing to the US Administrative Agent, and warranties set forth X.X. Xxxxxx Securities LLC, in Section 5 hereof shall be true its capacity as the lead arranger for this Amendment (“Amendment No. 1 Lead Arranger”) and correctall reasonable and documented fees and expenses of the US Administrative Agent and the Amendment No. 1 Lead Arranger (including reasonable and documented fees and expenses of counsel) in connection with the negotiation, execution and delivery of this Amendment and related matters; (eiv) the Administrative Agent Borrrowers shall have received: provided life of loan flood hazard determinations (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party) with respect to each Mortgaged Property. If any portion of any Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Parent Borrower shall (i) maintain, or cause to be maintained, with a certificate financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent; (v) each Loan Party, dated Lender that requested a Note pursuant to Section 4 hereof at least three (3) Business Days prior to the Incremental Amendment No. 1 Effective Date, Date shall have received an executed by two Responsible Officers of such Loan Party, substantially Note as provided for therein; (vi) Holdings and Parent Borrower shall have delivered to the US Administrative Agent an original executed Closing Date Certificate in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)Exhibit B hereto; (iivii) a certificate of good standing the US Administrative Agent shall have received (to the extent such concept existsi) from the applicable secretary of state of the state of organization copies of each Loan Organizational Document executed and delivered by each Credit Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, and, to the extent applicable in each relevant jurisdiction (other than Germany), certified as of a recent date by the appropriate governmental official, each dated the Amendment No. 1 Effective Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers or directors of such Person executing this Amendment (or any other similar document, as applicable under the Laws of the relevant jurisdiction); (iii) resolutions of the Board of Directors or similar governing body of each Loan Credit Party and in the case of a Dutch limited partnership (or a duly authorized committee thereofcommanditaire vennootschap) of the meeting of partners, approving and authorizing (a) the execution, delivery and performance of this Incremental Amendment, certified as of the Amendment No. 1 Effective Date by its secretary, director or an assistant secretary as being executed and delivered and in full force and effect without modification or amendment or, if not applicable under the Laws of the relevant jurisdiction, in a similar form; (and any agreements relating theretoiv) to which it the extent applicable, a “long-form” good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation (or an Irish Companies Registration Office search showing that the Irish Borrower is designated as “Normal”), each dated a party and recent date prior to the Amendment No. 1 Effective Date; (bv) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the German Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate an excerpt from the chief financial officer of commercial register dated a recent date prior to the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially along with a copy of the shareholders list; and (vi) in the form case of Exhibit G Dutch private companies with limited liability (besloten vennootschap met beperkte aansprakelijkheid) resolutions by the shareholder(s) of each Dutch private company with limited liability approving the resolutions of the Board of Directors referred to under (iii) above and appointing an authorized person to represent the Credit Agreementrelevant Dutch company in case of a conflict of interest; (viviii) the Agents and the Lenders shall have received a Term Note duly executed favorable written opinion of (a) Xxxxxx & Xxxxxxx LLP, counsel for the Credit Parties and delivered by (b) Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., North Carolina counsel for the Borrower Credit Parties, each in favor of each New 2014 Term Lender, if any, requesting form and substance reasonably satisfactory to the same; US Administrative Agent and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (fix) the incurrence Agents shall have received a fully executed Supplemental Deed, dated of even date herewith, by and among the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of European Administrative Agent and the Credit AgreementParties thereto, in form and substance reasonably satisfactory to the Agents.

Effectiveness. This Incremental Amendment, and The effectiveness of this Third Amendment is subject to the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each satisfaction of the following conditions precedent and the amendments to the Credit Agreement as provided for in Section 2 hereof shall have been satisfied:become effective upon satisfaction of the following conditions precedent (the “Consolidated Amendment Date”): (a) the Administrative Agent shall have received counterparts of this Incremental Third Amendment executed and delivered by a duly authorized officer that, when taken together, bear the signatures of each of (i) the Loan PartiesObligors, (ii) the Administrative Agent and (iii) the New 2014 Term Required Lenders; (b) prior to and after giving effect to this Third Amendment and the Borrower consummation of the PAMT Merger, (i) there shall exist no Default or Event of Default, (ii) all representations and warranties of the Obligors contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Consolidated Amendment Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have paid been true and correct in all fees due material respects as of the date when made and payable (iii) all representations and warranties of PAMT and the Obligors set forth in the PAMT Merger Documents that are material to the Arranger pursuant to that certain engagement letter, dated as interests of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger Lenders shall be true and TPG Capital BD, LLCcorrect in material respects; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses (i) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 5 below, (ii) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Third Amendment Fee Letter, dated as of January 15, 2014, among the Agent, the Lead Arranger and the Borrower, (iii) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Third Amendment and the other documents being executed or reimbursed delivered in connection herewith, and (iv) any other amounts due and payable by the Borrower hereunder or under Section 10.04 of the Credit Agreement on or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Third Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof PAMT Merger shall be true consummated pursuant to the PAMT Merger Documents provided to the Lenders on the Second Amendment Effective Date, which PAMT Merger Documents shall not have been altered, amended or otherwise changed or supplemented or any condition therein waived without the prior written consent of the Required Lenders to the extent any such alteration, amendment, or other change would be materially adverse to the Lenders. The PAMT Merger shall have been consummated in accordance with the terms of the PAMT Merger Documents and correctin compliance in all material respects with applicable laws, regulations and regulatory approvals; (e) the Administrative Agent shall have received: (i) a certificate of received each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to items set forth in Section 4.01(a)(v5.1(a), Section 5.1(h), Section 5.1(i)(iii), Section 5.1(j), Section 5.1(k) and Section 5.1(m) of the Credit Agreement (together and a Perfection Certificate with respect to PAMT, each in form and substance satisfactory to the attachments described therein)Agent; (iif) a certificate of good standing (the Agent shall have received an opinion from counsel to the extent such concept exists) from Obligors, in form and substance reasonably satisfactory to the applicable secretary of state of the state of organization of each Loan PartyAgent; (iiig) a copy of the resolutions of Agent shall have received, for the board of directors or other governing body, as applicable, account of each Loan Party (or Lender that has requested a duly authorized committee thereof) authorizing (a) the executionNote, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note such Lender’s Notes duly executed and delivered by an Authorized Officer of PAMT and Turtle Beach; (h) the Borrower Agent shall have received schedules to the Amended Credit Agreement in favor form and substance reasonably satisfactory to the Agent; (i) the Agent shall have received a joinder agreement to the Credit Agreement, the Pledge Agreement and the Security Agreement executed by PAMT and intellectual property security agreements executed by PAMT; (j) the Agent shall have received certificates evidencing all of the issued and outstanding Capital Securities pledged pursuant to the Pledge Agreement, which certificates in each New case, shall be accompanied by undated transfer powers duly executed in blank and any applicable UCC financing statements; (k) the Agent shall have received a reaffirmation agreement to the Credit Documents executed by each Obligor, in form and substance satisfactory to the Agent; (l) all conditions set forth in the definition of Permitted Acquisition (PAMT) set forth in the Credit Agreement shall be satisfied with respect to the PAMT Merger; (m) the Agent shall have received evidence that; PAMT has received proceeds in an amount equal $5,000,000 from the issuance of Capital Securities after the Second Amendment Effective Date and prior to the consummation of the PAMT Merger on terms and conditions satisfactory to the Agent and (ii) Turtle Beach has received proceeds in an amount equal to $7,000,000 from the issuance of Subordinated Debt after January 1, 2014 and prior to the consummation of the PAMT Merger on terms and conditions satisfactory to the Agent (including a maturity date of no earlier than December 31, 2014) and the proceeds of which shall have been used immediately to prepay the Term LenderLoans in inverse order of maturity; (n) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders and with pro forma adjustments satisfactory to the Agent; provided, however, that if anythe pro forma balance sheet is materially consistent (as determined in the Agent’s reasonable discretion) with the pro forma balance sheet attached hereto as Exhibit D, requesting the samesubstance of such balance sheet will be deemed satisfactory to the Agent and the Required Lenders; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (fo) the incurrence of Agent shall have received such additional documents, instruments and information as the New 2014 Initial Term Loans on Agent may reasonably request to effect the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementtransactions contemplated hereby.

Effectiveness. This Incremental Amendment shall be deemed effective upon due execution and/or delivery of the following, as applicable: 8.1 This Amendment, the Warrant and each other Loan Document, by each applicable party hereto; 8.2 Borrower’s payment of Bank’s reasonable out-of-pocket legal fees and expenses incurred in connection with this Amendment and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term other Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term LendersDocuments; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter8.3 Certified copies, dated as of June 3a recent date, 2014 of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid Liens indicated in any such financing statements either constitute Permitted Liens or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to or, in connection with the Incremental First Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Partywill be, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)terminated or released; (ii) a certificate of good standing 8.4 The Operating Documents (to the extent such concept existsamended, amended and restated, modified or otherwise supplemented since last delivered to Bank) from and long-form good standing certificates of Borrower certified by the applicable secretary Secretary of state State (or equivalent agency) of the state Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the date hereof, but in each Loan Partycase only to the extent required by Bank; (iii) a copy 8.5 An officer’s certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, execution and delivery and performance of this Incremental Amendment (and any agreements relating thereto) the other Loan Documents to which it is a party party; 8.6 A completed Schedule 2 hereto, updating the Perfection Certificate, as necessary; 8.7 Evidence satisfactory to Bank that the insurance policies and (b) in the case endorsements required by Section 6.5 of the BorrowerLoan Agreement are in full force and effect, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of each New 2014 Term Lender, if any, requesting the sameBank; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date 8.8 Such other documents as Bank shall comply with the requirements of Section 2.12 of the Credit Agreementreasonably request.

Effectiveness. This Incremental Amendment, and The effectiveness of this Amendment is subject to the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each satisfaction of the following conditions shall have been satisfiedconditions: (a) the Administrative Agent this Amendment shall have received counterparts of this Incremental Amendment been duly executed and delivered by a duly authorized officer of each of (i) the Borrower, the other Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 February 2019 Incremental Term LendersLoan Lenders representing 100% of the February 2019 Incremental Term Loan; (b) the Borrower immediately before and after giving effect to this Amendment, no Default or Event of Default shall have paid all fees due occurred and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCbe continuing; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof Article III of the Credit Agreement and in each other Loan Document shall be true and correct;correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of the Effective Date (and, for the avoidance of doubt, including in respect of each Eighth Amendment Loan Document (as defined below)) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (or in all respects to the extent qualified by materiality or Material Adverse Effect) on and as of such earlier date; and (ed) the Administrative Agent shall have received: (i) a certificate legal opinion of each Loan PartyRopes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of (ii) addressed to the Administrative Agent and the February 2019 Incremental Term Loan Lenders and (iii) covering such other matters relating to the Loan PartyDocuments as the Administrative Agent shall reasonably request, substantially in and the form of the certificates delivered on the Closing Date pursuant Borrower hereby requests such counsel to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)deliver such opinions; (ii) a certificate copy of good standing (to the extent such concept exists) from the applicable secretary of state a resolution of the state board of organization directors or, if applicable, a committee of the board, or the sole member, managing member, general or limited partner, of each Loan PartyParty (A) approving the terms of, and the transactions contemplated by, this Amendment and each other document executed or delivered by such Loan Party in order to give effect to the transactions contemplated hereunder (such documents, collectively, the “Eighth Amendment Loan Documents”) and resolving that it execute, deliver and perform its obligations under the Eighth Amendment Loan Documents to which it is a party; (B) authorizing a specified person or persons to execute the Eighth Amendment Loan Documents to which it is a party; and (C) authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices to be signed and/or delivered by it under or in connection with the Eighth Amendment Loan Documents to which it is a party; (iii) a copy specimen of the resolutions of the board of directors or other governing body, as applicable, signature of each person authorized by the resolution set forth above in relation to the Eighth Amendment Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunderDocuments; (iv) a customary legal opinion secretary’s certificate of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially Loan Party in the form of reasonably satisfactory to the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit AgreementAdministrative Agent; (v) a solvency certificate from dated the chief financial officer Effective Date executed by a Responsible Officer of the Borrower, dated the Incremental Borrower certifying that immediately before and after giving effect to this Amendment No. 1 Effective Date, substantially in the form (x) no Default or Event of Exhibit G Default shall have occurred and be continuing and (y) as to the Credit Agreement;matters set forth in Section 2(c) above; and (vi) a to the extent not already in possession of the February 2019 Incremental Term Note duly executed Loan Lenders, at least 3 Business Days prior to the Effective Date, all documentation and delivered other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Borrower in favor of each New 2014 February 2019 Incremental Term Lender, if any, requesting Loan Lender at least five days prior to the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementdate hereof.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on the date (such date and time of effectiveness, the “Incremental Amendment No. 1 Effective Date”) when that each of the following conditions precedent set forth below shall have been satisfied: (a) The Administrative Agent shall have received executed counterparts hereof from each of the Loan Parties, Lenders constituting the Required Lenders, each Lender listed on Schedule I hereto as having a Revolving B Commitment or a Term A-3 Commitment; (b) On the Amendment No. 1 Effective Date, the Administrative Agent shall have received counterparts the legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received a completed Notice of Borrowing for the Term A-3 Loans; (d) The Administrative Agent shall have received from a Responsible Officer of the Borrower a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to this Incremental Amendment executed and delivered by a duly authorized officer the payment of all fees and expenses in connection therewith, are Solvent; (e) The Administrative Agent shall have received from the Borrower upfront fees for the account of each Lender equal to the sum of (i) 0.20% of the Loan Partiesaggregate principal amount of the Term A-3 Commitment of such Lender, (ii) 0.20% of the Administrative Agent and aggregate amount of the Revolving B Commitment of such Lender that is in excess of the amount of such Lender’s Revolving Commitment in effect immediately prior to the Amendment No. 1 Effective Date, (iii) 0.04% of such Lender’s Term A-2 Loan that is converted to a Term A-3 Loan on the New 2014 Term Lenders; Amendment No. 1 Effective Date and (biv) 0.04% of the Borrower shall have paid all fees due and payable amount of such Lender’s Revolving B Commitment up to the Arranger pursuant to that certain engagement letter, dated as amount of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days such Lender’s Revolving Commitment in effect immediately prior to the Incremental Amendment No. 1 Effective Date; (df) the representations and warranties set forth in Section 5 hereof The Borrower shall be true and correct; (e) have paid, or concurrently herewith shall pay to the Administrative Agent shall have received: for the benefit of the applicable Lenders all accrued (i) a certificate commitment fees pursuant to Section 2.6(a) of the Credit Agrement, (ii) Letter of Credit fees pursuant to the first sentence of Section 3.3 (a) of the Credit Agreement and (iii) all accrued interest on the Revolving Loans and Term A-2 Loans, in each Loan Partycase, dated to but excluding the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (viig) a Committed Loan Notice in accordance with Section 2.02(a) The Borrower shall have paid, or concurrently herewith shall pay to the Administrative Agent for the benefit of the Amended Credit Agreement; and (f) applicable Agents, to the incurrence extent invoiced, the reasonable documented out-of-pocket expenses of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply such Agents in connection with the requirements of Section 2.12 of the Credit this Agreement.

Effectiveness. This Incremental Amendment, Each of (i) this Amendment and (ii) the obligation obligations of each New 2014 Initial Tranche B-5 Term Lender to make the New 2014 Initial a Tranche B-5 Term Loan to be made by it pursuant to Section 2(a)(i) hereof, hereunder shall become effective on as of the first date (such date being referred to as the “Tranche B-5 Incremental Amendment No. 1 Effective Date”) when that each of the following conditions shall have been satisfiedsatisfied or waived in accordance with the terms of the Credit Agreement: (a) the Administrative Agent (or its counsel) shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each that, when taken together, bear the signatures of (i) the Loan PartiesHoldings, (ii) the Administrative Agent and Foreign Holdings, (iii) the New 2014 Borrower, (iv) Parent, (v) each Other Parent Guarantor, (vi) each other Guarantor and (vii) each Tranche B-5 Term LendersLender; (b) the Borrower Administrative Agent shall have paid all fees due and payable received a Committed Loan Notice with respect to the Arranger pursuant Tranche B-5 Term Loans, duly executed and delivered by the Borrower at least three Business Days prior to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCTranche B-5 Incremental Effective Date; (c) The Borrower shall have delivered, or substantially concurrently with the funding of the Tranche B-5 Term Loans on the Tranche B-5 Incremental Effective Date shall deliver, an irrevocable notice of redemption with respect to Specified Senior Secured Notes in an aggregate principal amount of at least $717,102,000; (d) the Administrative Agent and the Arranger Arrangers shall have received all reasonable documents and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior certificates relating to the Incremental organization, existence and good standing of each Loan Party and the authorization of this Amendment No. 1 Effective Date; (d) and the representations Loan Documents and warranties set forth transactions contemplated hereby, all in Section 5 hereof shall be true form and correctsubstance reasonably satisfactory to the Administrative Agent and the Arrangers; (e) the Administrative Agent and the Arrangers shall have received: (i) received a certificate favorable legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, each Loan PartyL/C Issuer, the Lenders and the Arrangers, dated the Tranche B-5 Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers, which the Loan Parties hereby request such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant counsel to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)deliver; (iif) the Administrative Agent and the Arrangers shall have received a certificate favorable legal opinion of good standing (Xxxxxxx, Xxxx & Xxxxxxx Limited, counsel to the extent Loan Parties incorporated in Bermuda, addressed to the Lenders, the Administrative Agent, the Collateral Agent, the Swing Line Lender, each L/C Issuer and the Arrangers, dated the Tranche B-5 Incremental Effective Date, in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers, which the Loan Parties hereby request such concept exists) from the applicable secretary of state of the state of organization of each Loan Partycounsel to deliver; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (ag) the executionrepresentations and warranties of Holdings, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of Foreign Holdings, the Borrower, the borrowings Parent and each other Loan Party set forth in Section 3 hereof shall be true and correct as of the New 2014 Term Loans contemplated hereunder; (iv) Tranche B-5 Incremental Effective Date, and the Administrative Agent shall have received a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPcertificate, special New York counsel to Holdings, dated the Borrower Tranche B-5 Incremental Effective Date and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) signed by a solvency certificate from Responsible Officer or the chief financial executive officer of the Borrower, dated confirming the truth and correctness thereof, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers; (h) no Default shall exist, or would result from the proposed Borrowing of the Tranche B-5 Term Loans or from the application of the proceeds thereof; (i) the Administrative Agent shall have received all documentation and other information reasonably requested by it that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (j) the Arrangers shall have received payment of all fees payable in connection with this Amendment and the Administrative Agent and the Arrangers shall have received all other amounts due and payable on or prior to the Tranche B-5 Incremental Amendment No. 1 Effective Date, substantially in the form including reimbursement or payment of Exhibit G all reasonable and documented out-of-pocket costs and expenses required to the Credit Agreement; (vi) a Term Note duly executed and delivered be reimbursed or paid by the Borrower in favor of each New 2014 connection with, this Amendment. The Administrative Agent shall notify the Borrower and the Lenders (including the Tranche B-5 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(aLenders) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Tranche B-5 Incremental Amendment No. 1 Effective Date Date, and such notice shall comply with the requirements of Section 2.12 of the Credit Agreementbe conclusive and binding.

Effectiveness. This Incremental AmendmentThe transactions provided for in Sections 1.02 and 1.03 shall be carried out and become effective, and in the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereoforder set forth in such Sections, shall become effective on the date March 13, 2013 (the “Incremental Amendment No. 1 Third Restatement Effective Date”) when each ), subject to the satisfaction on such date of the following conditions conditions: (i) The Administrative Agent shall have executed a counterpart of this Agreement and shall have received from the Company, each Loan Party under the Existing Credit Agreement, each other Designated Subsidiary, each Lender (including Lenders constituting the Required Lenders under and as defined in the Existing Credit Agreement), each Issuing Bank and the Swingline Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart of this Agreement. (ii) On the Third Restatement Effective Date, immediately prior to the transactions provided for in Sections 1.02 and 1.03, no borrowings shall be outstanding under the Existing Credit Agreement (for the avoidance of doubt, Letters of Credit issued under the Existing Credit Agreement will remain outstanding under the Restated Credit Agreement), and all fees, expenses and other amounts accrued through the day immediately preceding the Third Restatement Effective Date for the accounts of or otherwise owing to the Lenders, the Administrative Agent, the Issuing Banks and the Swingline Lender under the Existing Credit Agreement, whether or not at the time due and payable under the terms of such Agreement, shall have been satisfied:paid. (aiii) The Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable to such parties on or prior to the Third Restatement Effective Date in connection with the transactions provided for in this Agreement, including, to the extent invoiced, reimbursement of all reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of counsel) required to be reimbursed by the Company under the Commitment Letter, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document. (iv) The Company shall have delivered to JPMCB, as Administrative Agent under the Term Credit Agreement, not later than 11:00 a.m., New York City time, three Business Days before the Third Restatement Effective Date, a notice of the prepayment in full of the loans outstanding under the Term Credit Agreement meeting the requirements of Section 2.09(e) of such Agreement. Arrangements reasonably satisfactory to the Administrative Agent shall have been made for the payment, as contemplated by clause (iv) of Section 1.02, of all principal, interest, fees and other amounts outstanding, accrued for the accounts of or otherwise owing to the Lenders and the Administrative Agent under and as defined in the Term Credit Agreement and for the release and discharge of all Guarantees and Liens supporting or securing the obligations under the Term Credit Agreement. (v) The Administrative Agent shall have received counterparts of this Incremental Amendment executed a favorable written opinion (addressed to the Administrative Agent, the Lenders and delivered by a duly authorized officer the Issuing Banks and dated the Third Restatement Effective Date) of each of (i) Proskauer Rose LLP, New York counsel for the Loan Parties, (ii) Drinker Bxxxxx & Rxxxx LLP, California and Pennsylvania counsel for certain of the Loan Parties, (iii) Dxx Xxxxxx LLP, Connecticut counsel for certain of the Loan Parties, (iv) Bxxxx Donelson, Bearman, Cxxxxxxx & Bxxxxxxxx, PC, Tennessee counsel for certain of the Loan Parties, (v) Hxxxxxxx & Mxxxxxx, LLP, Indiana counsel for certain of the Loan Parties, (vi) Wxxxxxx & Savage PC, Virginia counsel for certain of the Loan Parties, (vii) Txxxxxxx Hxxx LLP, Ohio counsel for certain of the Loan Parties and (viii) Gxxxxxxxx Traurig LLP, Nevada counsel for certain of the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. (vi) The Administrative Agent shall have received such documents and certificates as it shall reasonably have requested relating to the organization, existence and good standing of each Loan Party (including good standing certificates for each entity listed on Schedule 1 hereto), the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent. (vii) The Administrative Agent shall have received a certificate, dated the Third Restatement Effective Date and signed by the chief financial officer of the Company, certifying satisfaction of the conditions set forth in paragraph (x) of this Section. (viii) The Administrative Agent shall have received a certificate, dated the Third Restatement Effective Date and signed by the chief financial officer of the Company, as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions, in form and substance reasonably satisfactory to the Administrative Agent. (ix) The Administrative Agent shall have received a completed Borrowing Base Certificate, which shall be dated the Third Restatement Effective Date and signed by a Financial Officer of the Company and shall set forth information required therein as of February 23, 2013, together with supporting information and any additional reports with respect to the Borrowing Base that the Administrative Agent and (iii) the New 2014 Term Lenders;shall reasonably have requested. (bx) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the The representations and warranties set forth in Section 5 hereof 1.05 shall be true and correct;correct in all material respects as of the Third Restatement Effective Date. (exi) The Collateral and Guarantee Requirement shall have been satisfied (subject to the final paragraph of this Section). The Administrative Agent shall have received: received a completed certificate as to changes in the information set forth in the Perfection Certificate delivered pursuant to the Second Restatement Agreement (i) a certificate of each Loan Partyother than any such changes that shall have been set forth in the Supplemental Perfection Certificate most recently delivered under the Existing Credit Agreement), in form reasonably satisfactory to the Administrative Agent, dated the Incremental Amendment No. 1 Third Restatement Effective DateDate and signed by an executive officer or a Financial Officer of the Company, executed by two Responsible Officers together with all attachments contemplated thereby, which attachments shall include the results of such a tax lien search with respect to the Loan Party, substantially Parties in the form jurisdictions contemplated by the Perfection Certificate (as supplemented by the Supplemental Perfection Certificate most recently delivered under the Existing Credit Agreement and the certificate delivered pursuant to this paragraph) and evidence reasonably satisfactory to the Administrative Agent that any Liens revealed by such search are permitted under Section 6.02 of the certificates delivered on Restated Credit Agreement or have been, or substantially contemporaneously with the Closing Date pursuant to Section 4.01(a)(v) occurrence of the Third Restatement Effective Date will be, released. (xii) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 of the Restated Credit Agreement (is in effect, together with endorsements naming the attachments described therein); (ii) a certificate Administrative Agent, for the benefit of good standing (the Lender Parties, as additional insured and loss payee thereunder to the extent such concept exists) from the applicable secretary of state required under Section 5.08 of the state Restated Credit Agreement and Section 4.10 of organization of each Loan Party;the Restated Security Agreement. (iiixiii) a copy The Administrative Agent shall have received and approved, with respect to all Mortgaged Properties, flood hazard certificates and flood insurance policies meeting the requirements of the resolutions Restated Credit Agreement. (xiv) Each Lender shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested by such Lender at least five Business Days prior to the Third Restatement Effective Date. The Administrative Agent shall notify the Company and the Lenders of the board of directors or other governing bodyThird Restatement Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing conditions, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) solely with respect to the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) matters expressly identified in the case Post-Closing Letter Agreement, the satisfaction of the Borrower, foregoing conditions shall not be required on the borrowings Third Restatement Effective Date and shall not be a condition to the effectiveness of the New 2014 Term Loans transactions contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPherein, special New York counsel but shall be required to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice be accomplished in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Post-Closing Letter Agreement.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on as of the date (the “Incremental Amendment No. 1 Effective Date”) when on which each of the following conditions shall have been satisfied:satisfied (or waived by the 2024 Incremental Revolving Lenders and the 2024 Extending Revolving Lenders): (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each that, when taken together, bear the signatures of (i) the Loan PartiesBorrower, (ii) the Administrative Agent and Issuing Banks, (iii) the New 2014 Term 2024 Incremental Revolving Lenders, (iv) the 2024 Extending Revolving Lenders, (v) the Required Lenders and (vi) the Administrative Agent; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate good standing from the Secretary of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form State of the certificates delivered on State of Delaware with respect to the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)Borrower; (ii) a certificate of good standing (appropriate authorizing resolutions or other action with respect to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan PartyBorrower; (iii) a copy customary officer’s certificate, with certification of Organizational Documents for the resolutions of the board of directors or other governing body, as applicable, of each Loan Party Borrower (or a duly authorized committee thereof) authorizing (a) certification of no change thereto since the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) date certified Organizational Documents for the Borrower were most recently provided to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunderAdministrative Agent); (iv) a customary legal opinion incumbency certificate of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form Responsible Officers of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement;Borrower; and (v) a solvency certificate consistent with the solvency certificate delivered on the Closing Date from the chief financial officer or other officer with equivalent duties of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vic) the Administrative Agent shall have received a Term Note duly executed and delivered by customary legal opinion from (i) Lxxxxx & Wxxxxxx LLP, special counsel to the Borrower in favor with respect to certain matters of each federal and New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) York State law and certain matters of select laws of the Amended Credit Agreement; and (f) the incurrence State of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreement.Delaware;

Effectiveness. (a) This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Amendment (other than as set forth in Section 2(a)(i5(c) hereof, below) shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of upon which the following conditions shall have been satisfied:satisfied (the “Second Amendment Effective Date”): (a1) The Administrative Agent (or its counsel) shall have received (i) duly executed and completed counterparts hereof (in the form provided and specified by the Administrative Agent) that, when taken together, bear the signatures of each Loan Party and the Administrative Agent and (ii) the following signature pages, which in the aggregate constitute the Required Lenders: (x) B-1 Lender Addenda, executed and delivered by each Continuing Term B-1 Lender and/or (y) a signature page, executed and delivered by each Continuing Term B-2 Lender. (b) Each New Term B-1 Lender shall make or acquire by continuation New Term B-1 Loans, and each New Term B-2 Lender shall make or acquire by continuation New Term B-2 Loans, on the date upon which the following conditions shall have been satisfied (the “Term Loan Funding Date”): (1) The Administrative Agent shall have received all fees required to be paid on or before the Term Loan Funding Date; (2) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated by this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated by this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (3) To the extent invoiced at least one (1) Business Day prior to the Term Loan Funding Date, the Administrative Agent shall have received counterparts payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Incremental Amendment executed and delivered by a duly authorized officer any other out-of-pocket expenses of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent; (vi4) a Term Note duly executed No Default or Event of Default shall have occurred and delivered by be continuing under the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f5) the incurrence of the New 2014 Initial Term Loans on the Incremental The Second Amendment No. 1 Effective Date shall comply with have occurred. Notwithstanding anything to the requirements contrary herein, the Term Loan Funding Date shall be no earlier than May 16, 2011 and in any event not later than May 20, 2011. (c) Notwithstanding any other provisions of this Amendment to the contrary, the Administrative Agent may appoint a fronting lender to act as the sole Additional Term B-1 Lender or the sole Additional Term B-2 Lender, as applicable, for purposes of facilitating funding on the Term Loan Funding Date, which, in the case of any such appointment, shall fulfill the obligations of (i) the Additional Term B-1 Lenders set forth in Section 2.12 3 hereof and (ii) the Additional Term B-2 Lenders set forth in Section 4 hereof. Accordingly, in such case, any commitments submitted by or on behalf of an Additional Term B-1 Lender or an Additional Term B-2 Lender, as applicable, other than such fronting lender will be deemed ineffective unless accepted by the Credit AgreementAdministrative Agent in its sole discretion.

Effectiveness. (a) This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Agreement shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when on which (i) each of Parent Guarantor, the following conditions Borrower, the Administrative Agent, the L/C Issuer, the Co-Syndication Agents, and each Lender shall have been satisfied: signed a counterpart hereof (awhether the same or different counterparts) and shall have delivered (including by way of facsimile device) the same to the Administrative Agent shall have received counterparts of this Incremental Amendment executed at the Administrative Agent’s Office and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the conditions contained in Sections 4.01 and 4.02 shall have been satisfied or deemed satisfied pursuant to Section 4.02 (or waived by the Majority Lenders, or to the extent required by Section 10.01, all the Lenders). Unless the Administrative Agent has received actual notice from any Lender that the conditions contained in Sections 4.01 and 4.02 have not been met to its satisfaction in accordance with Section 4.02, upon the satisfaction of the condition described in clause (iiii) of the New 2014 Term Lenders;immediately preceding sentence and upon the Administrative Agent’s good faith determination that the conditions described in clause (ii) of the immediately preceding sentence have been met, then the Effective Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Effective Date shall not release any Parent Guarantor or the Borrower from any liability for failure to satisfy one or more of the applicable conditions contained in Sections 4.01 and 4.02). (b) This Agreement constitutes an amendment, restatement and extension of the Existing Nexstar Credit Agreement and as such supersedes the Existing Nexstar Credit Agreement in its entirety; provided, however, that in no event shall the Liens or Guaranty Agreements securing the Existing Nexstar Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and agreement of the Ultimate Parent, the Borrower shall have paid all fees due and payable the Subsidiaries of the Ultimate Parent parties hereto that the Guaranty Agreements and the Liens on the Collateral granted to secure the Arranger pursuant to that certain engagement letter, dated as obligations of June 3, 2014 (the “Engagement Letter”), among the BorrowerUltimate Parent, the Arranger Borrower and TPG Capital BDthe Subsidiaries of the Ultimate Parent in connection with the Existing Nexstar Credit Agreement and/or the Guaranty Agreements, LLC;shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Nexstar Credit Agreement as amended and restated hereby. (c) Each of the Administrative Agent Lenders hereby consents to amendments to each of the Security Documents and the Arranger shall have received all reasonable Guaranty Agreements to conform the definitions and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior references set forth therein to the Incremental Amendment No. 1 Effective Date; (d) the representations applicable definitions and warranties references set forth in Section 5 hereof shall be true and correct; (e) the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Amendment Nothis Agreement. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form Each of the certificates delivered Lenders hereby authorizes the Collateral Agent to execute and deliver the Confirmation Agreements on the Closing Date pursuant to Section 4.01(a)(v) behalf of the Credit Agreement (together Lenders with the attachments described therein); (ii) a certificate of good standing (respect to the extent such concept exists) from the applicable secretary of state each of the state of organization of Security Documents and each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementGuaranty Agreements.

Effectiveness. This Incremental Amendment, and Section 6.01. The following are specified as additional conditions to the obligation effectiveness of each New 2014 Initial Term Lender to make this Loan Agreement for the New 2014 Initial Term Loan to be made by it pursuant to purposes of Section 2(a)(i9.01(f) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfiedLoan Regulations: (a) the Administrative Agent Project Loan Agreement shall have received counterparts of this Incremental Amendment been duly executed and delivered by on behalf of the Borrower, shall have become legally binding upon the Borrower in accordance with its terms, and all conditions precedent to its effectiveness (other than a duly authorized officer condition requiring the effectiveness of each of (ithis Loan Agreement) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lendersshall have been fulfilled; (b) the Borrower SCF Loan Agreement shall have paid all fees due been duly executed and payable to the Arranger pursuant to that certain engagement letter, dated as delivered on behalf of June 3, 2014 (the “Engagement Letter”), among the Borrower, shall have become legally binding upon the Arranger Borrower in accordance with its terms, and TPG Capital BD, LLCall conditions precedent to its effectiveness (other than a condition requiring the effectiveness of this Loan Agreement) shall have been fulfilled; (c) the Administrative Agent and the Arranger SCF Grant Agreement shall have received all reasonable been duly executed and documented costs and expenses required to be paid or reimbursed under Section 10.04 delivered on behalf of the Credit Agreement or Borrower, shall have become legally binding upon the Engagement Letter for which invoices Borrower in accordance with its terms, and all conditions precedent to its effectiveness (other than a condition requiring the effectiveness of this Loan Agreement) shall have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Datefulfilled; (d) the representations GAFSP Grant Agreement shall have been duly executed and warranties set forth delivered on behalf of the Borrower, shall have become legally binding upon the Borrower in Section 5 hereof accordance with its terms, and all conditions precedent to its effectiveness (other than a condition requiring the effectiveness of this Loan Agreement) shall be true and correcthave been fulfilled; (e) the Administrative Agent MEF shall have received: (i) established the PMO and appointed key staff including PMO director, procurement officer, finance and accounting officer and a certificate of each Loan Party, dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreementsafeguard officer; and (f) the incurrence Borrower has, to the full satisfaction of ADB, met the policy actions for the release of the New 2014 Initial Term Loans on First Tranche specified in Attachment 2 to Schedule 3 of this Loan Agreement. Section 6.02. A date 90 days after the Incremental Amendment No. 1 Effective Date shall comply with date of this Loan Agreement is specified for the requirements effectiveness of the Loan Agreement for the purposes of Section 2.12 9.04 of the Credit AgreementLoan Regulations.

Effectiveness. This Incremental Amendment, and Section 6.01. The following are specified as additional conditions to the obligation effectiveness of each New 2014 Initial Term Lender to make this Grant Agreement for the New 2014 Initial Term Loan to be made by it pursuant to purposes of Section 2(a)(i9.01(e) hereof, shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfiedGrant Regulations: (a) the Administrative Agent Program Loan Agreement shall have received counterparts of this Incremental Amendment been duly executed and delivered by on behalf of the Recipient, shall have become legally binding upon the Recipient in accordance with its terms, and all conditions precedent to its effectiveness (other than a duly authorized officer condition requiring the effectiveness of each of (ithis Grant Agreement) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lendersshall have been fulfilled; (b) the Borrower Project Loan Agreement shall have paid been duly executed and delivered on behalf of the Recipient, shall have become legally binding upon the Recipient in accordance with its terms, and all fees due and payable conditions precedent to its effectiveness (other than a condition requiring the Arranger pursuant to that certain engagement letter, dated as effectiveness of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCthis Grant Agreement) shall have been fulfilled; (c) the Administrative Agent and the Arranger GAFSP Grant Agreement shall have received all reasonable been duly executed and documented costs and expenses required to be paid or reimbursed under Section 10.04 delivered on behalf of the Credit Agreement or Recipient, shall have become legally binding upon the Engagement Letter for which invoices Recipient in accordance with its terms, and all conditions precedent to its effectiveness (other than a condition requiring the effectiveness of this Grant Agreement) shall have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Datefulfilled; (d) the representations SCF Loan Agreement shall have been duly executed and warranties set forth delivered on behalf of the Recipient, shall have become legally binding upon the Recipient in Section 5 hereof accordance with its terms, and all conditions precedent to its effectiveness (other than a condition requiring the effectiveness of this Grant Agreement) shall be true and correcthave been fulfilled; (e) the Administrative Agent Recipient shall have received:submitted to ADB for approval the initial List of Candidate Subprojects containing candidate subprojects pre-screened in accordance with the criteria set forth in the XXX; (f) MEF shall have established the PMO and appointed key staff including a PMO director, procurement officer, finance and accounting officer and a safeguard officer; (g) MAFF, MOWRAM, and MLMUPC shall each have established a NIO and appointed key staff including a NIO manager, finance and accounting officer and, at least, two (2) technical staff; (h) each Project Province shall have established a Provincial Steering Committee; and (i) each Project Province shall have established a certificate PIO and appointed key staff including a PIO manager, safeguard officer and, at least, two (2) technical staff. Section 6.02. A date 90 days after the date of each Loan Party, dated this Grant Agreement is specified for the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers effectiveness of such Loan Party, substantially in this Grant Agreement for the form purposes of Section 9.04 of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit AgreementGrant Regulations.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Amendment shall become effective on as of the date first above written (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfiedwhen: (a) 1.4.1. the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each that, when taken together, bear the signatures of (i) the each Loan PartiesParty, (ii) the Administrative Agent and each Consenting Term Lender (if any), (iii) the New 2014 Term LendersLender and (iv) Tranche B-3 Euro Term Lenders under the Existing Credit Agreement that, immediately prior to the effectiveness of this Amendment, constitute the Required Lenders (but, in making this determination, only the Tranche B-3 Euro Term Lenders will be taken into account); (b) 1.4.2. the Borrower Administrative Agent shall have paid all fees due and payable received (i) with respect to each Loan Party, secretary’s certificates of the type delivered to the Arranger Administrative Agent pursuant to that certain engagement letterSection 4.01(c) of the Existing Credit Agreement (as such term is defined in the Existing Credit Agreement), dated as of June 3the Amendment Effective Date, 2014 (ii) a certificate of a Responsible Officer confirming compliance with the “Engagement Letter”)condition set forth in paragraph (e) of this Section 4, among the Borrower, the Arranger and TPG Capital BD, LLC; (ciii) a favorable written opinion (addressed to the Administrative Agent and the Arranger Lenders party hereto), in form and substance reasonably satisfactory to the Administrative Agent, of Xxxxxxx Procter LLP, counsel for the Loan Parties, dated as of the Amendment Effective Date and covering such matters relating to the Loan Parties and this Amendment as the Administrative Agent may reasonably request; 1.4.3. the Administrative Agent, the Consenting Term Lenders and the New Term Lender shall have received payment of all reasonable and documented costs fees and expenses required to be paid or reimbursed by the Borrower or any other Loan Party under or in connection with this Amendment and any other Loan Document, including those fees and expenses set forth in Section 10.04 10 hereof; 1.4.4. the Administrative Agent shall have received payment of all accrued but unpaid interest on the Credit Agreement or Existing Term Loans through (but not including) the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) 1.4.5. the representations and warranties set forth in Section 5 3 hereof shall be true and correct; (e) correct as of the Administrative Agent shall have received:Amendment Effective Date; and (i) a certificate of each Loan Party, dated at least five Business Days prior to the Incremental Amendment No. 1 Effective Date, executed the Administrative Agent and the Lenders shall have received all documentation and other information required by two Responsible Officers bank regulatory authorities or reasonably requested by the Administrative Agent on behalf of such Loan Partyitself or on behalf of any Consenting Xxxx Xxxxxx, substantially the New Term Lender or any other Lender under or in respect of applicable “know-your-customer” and anti-money laundering rules and regulations, including the form of USA PATRIOT Act, that was requested at least 10 Business Days prior to the certificates delivered on the Closing Amendment Effective Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); and (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiariesqualifies as a “legal entity customer” under the Beneficial Ownership Regulation, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel at least five Business Days prior to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 any Consenting Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on Lender or any other Lender that has requested, in a written notice to the Incremental Borrower at least 10 Business Days prior to the Amendment No. 1 Effective Date Date, a Beneficial Ownership Certification in relation to the Borrower shall comply with the requirements of Section 2.12 of the Credit Agreementhave received such Beneficial Ownership Certification.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(i) hereof, Second Amendment shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”"SECOND AMENDMENT EFFECTIVE DATE") when each the last of the following conditions shall have been satisfied: (a) the The Administrative Agent shall have received counterparts of this Incremental Amendment Second Amendment, duly executed by the Borrower and delivered by a duly authorized officer of the Lenders listed on the signature pages attached hereto and in sufficient copies for each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders;Lender. (b) the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the The Administrative Agent shall have receivedreceived the following, each dated as of the Second Amendment Effective Date (unless otherwise specified) and in sufficient copies for each Lender: (i) a certificate of each Loan Partythe Second Guarantor Consent, dated the Incremental Amendment No. 1 Effective Date, duly completed and executed by two Responsible Officers of such Loan PartyEverest Re Group, Ltd., in substantially in the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)EXHIBIT A; (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal favorable opinion of (wi) Xxxxxxx Xxxxxxx Mayer, Brown, Xxxx & Xxxxxxxx LLPMaw, special New York counsel to Holdings, the Borrower and its SubsidiariesBorrower, (xii) BeneschXxxxxx X. Xxxxxxx, FriedlanderGeneral Counsel of Everest Re Group, Xxxxxx & Xxxxxxx LLPLtd., special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (ziii) K&L Gates LLPXxxxxxx Xxxx & Xxxxxxx, special New Jersey and Washington Bermuda counsel to Holdings, of the Borrower and its SubsidiariesGuarantor, in each case in form reasonably satisfactory to the Administrative Agent and substantially in covering such opinion matters as the form of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement;Administrative Agent may reasonably request. (vc) The Administrative Agent shall have received a solvency certificate from certificate, signed by the president, the chief financial officer officer, treasurer or comptroller of the Borrower, dated in form and substance satisfactory to the Incremental Administrative Agent, certifying that (i) all representations and warranties of the Borrower contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the Second Amendment No. 1 Effective Date, substantially both immediately before and after giving effect to this Second Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to this Second Amendment, (iii) there is no pending litigation, bankruptcy or insolvency, insurance regulatory proceeding, injunction, order or claim pending or, to such individual's knowledge, threatened against the Borrower or any of its Subsidiaries which (A) is reasonably likely to result in a Material Adverse Change or (B) purports to affect this Second Amendment or the transactions contemplated hereby, and (iv) both immediately before and after giving effect to this Second Amendment, no Material Adverse Change has occurred since December 31, 2001, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change. (d) Since December 31, 2001, both immediately before and after giving effect to the consummation of the transactions contemplated by this Second Amendment, there shall not have occurred any Material Adverse Change or any event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change. (e) The Borrower shall have paid (i) to Wachovia, for the ratable benefit of the Lenders, an amendment fee in the form amount of Exhibit G 3 basis points (0.03%) on the aggregate principal amount of the Lenders' Commitments; and (ii) all other fees and expenses of the Administrative Agent and the Lenders required hereunder, under the Second Amendment Fee Letter or under any other Credit Document to be paid on or prior to the Credit Agreement; (vi) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; and (vii) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; andSecond Amendment Effective Date. (f) The Administrative Agent and each Lender shall have received such other documents, certificates, and instruments in connection with this Second Amendment and the incurrence other transactions contemplated hereby as it shall have reasonably requested. On the Second Amendment Effective Date, the Credit Agreement will be automatically amended as set forth herein. On and after the Second Amendment Effective Date, the rights and obligations of the New 2014 Initial Term Loans on parties hereto shall be governed by the Incremental Credit Agreement as amended by this Second Amendment; PROVIDED, that the rights and obligations of the parties hereto with respect to the period prior to the Second Amendment No. 1 Effective Date shall comply with continue to be governed by the requirements of Section 2.12 terms of the Credit Agreement.