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 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, 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 "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, 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 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, 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, 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 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, 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 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 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, 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, 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 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, 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, 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, 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 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, 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 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 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, 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. (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 (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, 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 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, 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. 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 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 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 the September 26, 1996, provided that on or before said date (the “Incremental Amendment No. 1 Effective Date”) when each all of the following conditions shall have been satisfied:satisfied (the "Effective Date"): (a) the Administrative receipt by Agent shall have received of counterparts of this Incremental Amendment executed and delivered Agreement signed by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lendersparties hereto; (b) receipt by Lenders of the Borrower shall have paid all fees due and payable to duly executed Notes on or before the Arranger pursuant to that certain engagement letterEffective Date, dated as complying with the provisions of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC;Section 2.4 hereof; 35 (c) receipt by Agent of the Administrative opinions of Shumacker & Xxxxxxxx, P.C. and such other counsel located in the jurisdictions where the Eligible Projects are located, addressed to Agent and each Lender and satisfactory in form and substance to Agent covering the Arranger shall have received all reasonable legal matters addressed in Article 0 hereof 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 such additional matters relating to the Incremental Amendment No. 1 Effective Datetransactions contemplated hereby as Agent may reasonably request; (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) the Administrative receipt by Agent shall have received: (i) of 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) Borrower approving the execution, delivery and performance of this Incremental Amendment Agreement (when 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 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)(vithis Agreement) and the transactions contemplated therein, duly adopted by Borrower in accordance with the terms of the Credit Borrower's Partnership Agreement; (ve) receipt by Agent of (i) certificates of existence and good standing for Borrower issued by the State of Delaware and certificates of qualification and good standing for Borrower issued by each of the states wherein any Eligible Project is located and such qualification is required, and (ii) certificates of existence and good standing for each Subpartnership which is a party to any Collateral Document issued by the state of each such Subpartnership's formation and the state in which the Eligible Project owned by such Subpartnership is located; (f) receipt by Agent of a certificate of an officer of Borrower, certifying that there have been no amendments to Borrower's certificate of partnership, partnership agreement or other organizational documents since July 28, 1994, other than such amendments as may be attached to such certificate and certified as being true, correct and complete as of the date of such certification (with any amendment to Borrower's certificate of partnership being certified by the Secretary of State of the State of Delaware); (g) a solvency certificate from the chief financial officer of the BorrowerSecretary of CBL Properties, Inc. dated as of the Incremental Amendment No. 1 Effective Date certifying (A) that there have been no amendment to the By-laws of CBL Properties, Inc., since July 28, 1994, other than such amendments as may be attached to such certificate and certified as being true, correct and complete as of such certification; (B) that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of CBL Properties, Inc., authorizing the execution and delivery on behalf of Borrower of this Agreement and any other documents executed in connection herewith to which Borrower is a party, authorizing the execution and delivery on behalf of Borrower as general partner of each Subpartnership of each of the documents executed in connection herewith to which such Subpartnership is a party, and authorizing the execution, delivery and performance of each of the documents executed in connection herewith to which CBL Properties, Inc. is a party; and (C) as to the incumbency and genuineness of the signatures of the officers of CBL Properties, Inc. executing any of the documents executed in connection herewith to which CBL Properties, Inc., Borrower or any Subpartnership is a party; (h) a certificate of the Secretary of CBL Properties, Inc., certifying that (i) there have been no amendments to the Certificate of Incorporation of CBL 36 Properties, Inc. since July 28, 1994, other than such amendments as may be attached to such certificate and certified by the Secretary of State of Delaware as of a date not earlier than fifteen (15) days prior to the Effective Date, substantially in the form of Exhibit G and (ii) there have been no amendments to the Credit Agreementcertificates of partnership, partnership agreements or other organizational documents of any Subpartnership which is a party to any Collateral Document since July 28, 1994, other than such amendments as may be attached to such certificate and certified as being true, correct and complete as of the date of such certification; (vii) good standing certificates for CBL Properties, Inc., each dated as of a Term Note duly executed and delivered date close to the Effective Date, issued by the Borrower in favor Secretaries of State of Delaware and of each New 2014 Term Lenderstate wherein CBL Properties, if anyInc. is qualified to do business and where such qualification is required; (j) since June 30, requesting 1996, there shall not have occurred any material adverse change in the samebusiness, operations (including the operation performance of any Eligible Project), condition (financial or otherwise), assets, liabilities, properties or prospects of Borrower, or any event, condition, or state of facts which would be expected materially and adversely to affect the prospects of Borrower subsequent to consummation of the transactions contemplated by this Agreement, in each case, as determined by Agent in its reasonable discretion; (k) since June 30, 1996, there shall not have occurred any material adverse change in the business, operations, condition (financial or otherwise), assets, liabilities, properties or prospects of any Eligible Project included or to be included in the Borrowing Base, or any event, condition, or state of facts which would be expected materially and adversely to affect the prospects of any such Project subsequent to consummation of the transactions contemplated by this Agreement, in each case, as determined by Agent in its reasonable discretion; (l) there shall exist no Default or Event of Default; and (viim) a Committed Loan Notice in accordance with Section 2.02(a) all of the Amended Credit Agreement; and (f) the incurrence representations and warranties made by Borrower, any Wholly Owned Subsidiary of Borrower or any Subpartnership hereunder, under any of the New 2014 Initial Term Loans on Notes or under any of the Incremental Amendment No. 1 Collateral Documents shall be true and correct in all material respects as of the Effective Date shall comply with the requirements same force and effect as if made on and as of Section 2.12 such date. This Agreement shall not become effective or be binding on any party hereto unless all of the Credit Agreementforegoing conditions are satisfied on or before September 26, 1996.

Effectiveness. This Incremental Amendment, and the obligation (a) The amendments set forth in Section 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 Amendment shall become effective on as of the date set forth above (the “Incremental Amendment No. 1 Effective Date”) when each upon the satisfaction of the following conditions shall have been satisfiedprecedent: (ai) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of the Administrative Agent, the Canadian Administrative Agent, the Parent, the Company, each of (i) the Loan Partiesother Borrowers, each Issuing Bank, each Swingline Lender and the Lenders party to the Credit Agreement constituting the “Majority Lenders” thereunder; and (ii) the Administrative Agent shall have received a reaffirmation agreement, in form and (iii) substance reasonably satisfactory to the New 2014 Term Lenders;Administrative Agent, with respect to the Company Guaranty, the Parent Guaranty, the Subsidiary Guaranty, the Company Pledge Agreement, the Parent Pledge Agreement and the Subsidiary Pledge Agreement, duly executed and delivered by the Parent, the Company, each Subsidiary Guarantor and the Administrative Agent, as applicable. (b) The Refinancing Facilities and the Borrower provisions of Section 3 of this Amendment shall become effective as of the Amendment Effective Date upon the satisfaction of the conditions set forth in Section 5(a) of this Amendment and the following conditions precedent: (i) no 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 on such date; (cii) on such date, the Administrative Agent representations and warranties of each of the Parent and the Arranger Company set forth in the Basic Documents shall have received be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all reasonable respects and documented costs (B) otherwise, in all material respects, in each case on and expenses as of such date, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date; (iii) substantially concurrently with the effectiveness of Refinancing Revolving Commitments, all the Revolving Commitments then in effect shall be terminated, and all the Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, including any amounts as may be required pursuant to Section 6.05 of the Credit Agreement, shall be repaid or paid (it being understood, however, that any Letters of Credit shall continue to be paid outstanding hereunder); (iv) substantially concurrently with the effectiveness of the Refinancing Term Loan A Commitments, the Company shall obtain Refinancing Term Loan A Loans thereunder and shall repay or reimbursed under prepay then outstanding Term Loans of one or more Classes in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan A Commitments, together with any amounts as may be required pursuant to Section 10.04 6.05 of the Credit Agreement or (less the Engagement Letter for which invoices have been presented three Business Days prior aggregate amount of accrued and unpaid interest with respect to the Incremental Amendment No. 1 Effective Datesuch outstanding Term Loans and any reasonable fees, premium and expenses relating to such refinancing); (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (ev) the Administrative Agent shall have received: (i) a certificate received evidence of each Loan Party, dated payment by the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers Company of such Loan Partyfees as the Company shall have agreed to pay or deliver to any Refinancing Lender or the Administrative Agent in connection herewith, 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 bodyincluding, 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 Borrowerwithout limitation, the borrowings reasonable fees and expenses 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 SubsidiariesAdministrative Agent, in each case substantially in connection with the form negotiation, preparation, execution and delivery of this Amendment and the respective opinions delivered on other Basic Documents and the Closing Date pursuant to Section 4.01(a)(vi) extensions of the Credit Agreement; credit hereunder (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 Agreementextent that statements for such fees and expenses have been delivered to the Company); (vi) the Administrative Agent shall have received (i) certified copies of the charter and by laws (or equivalent documents) of the Company and (ii) certified copies of all corporate authority of the Company (including, without limitation, board of director resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution and delivery of this Amendment and performance by the Company of its obligations under the Basic Documents to which it is a Term Note duly executed party and each other document to be delivered by the Borrower Company from time to time in favor connection herewith and the extensions of credit hereunder (and the Administrative Agent and each New 2014 Term Lender, if any, requesting Lender may conclusively rely on such certificate until it receives notice in writing from the sameCompany to the contrary); and (vii) a Committed Loan Notice the Administrative Agent shall have received an opinion, in accordance form and substance reasonably satisfactory to the Administrative Agent, dated as of such date, of Xxxxxxxx & Worcester LLP, special New York counsel to the Obligors, with Section 2.02(a) respect to matters set forth in paragraphs 1, 2, 3, 4, 5, 7, 9 and 10 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 Exhibit I-1 of the Credit Agreement as they relate to the Credit Agreement, this Amendment and the borrowings hereunder and any other matters as the Administrative Agent or any Lender may reasonably request.

Effectiveness. (a) This Incremental Amendment, Amendment (other than (i) the amendments contemplated by Section 3(b) and (ii) the obligation obligations of each New 2014 Initial Term B-2 Lender to make any Term B-2 Loan (the New 2014 Initial Term Loan to effectiveness of each of which shall be made by it pursuant subject to Section 2(a)(i5(b) hereof, )) shall become effective on the date (such date, the “Incremental Amendment No. 1 2 Effective Date”) when each of that the following conditions shall have been satisfied: (ai) 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 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 signature pages hereto from 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)Party and each Refinancing Lender; (ii) a certificate of good standing (The Administrative Agent and the Refinancing Lenders shall have received at least 2 business days prior to the extent such concept exists) from Amendment No. 2 Effective Date all documentation and other information about the Borrower as has been reasonably requested in writing at least 10 business days prior to the Amendment No. 2 Effective Date by the Administrative Agent or the Refinancing Lenders that they reasonably determine is required by regulatory authorities under applicable secretary of state of “know your customer” and anti-money laundering rules and regulations, including without limitation the state of organization of each Loan PartyPATRIOT Act; (iii) The Administrative Agent shall have received (x) a copy customary officer’s certificate of the Borrower with respect to (A) its Organization Documents (which may be in the form of a certification from such Loan Party that there have been no changes from the Organization Documents previously delivered to the Administrative Agent), (B) resolutions and (C) incumbency (which may be in the form of a certification from such Loan Party that there have been no changes from the incumbency previously delivered to the Administrative Agent) and (y) a recently dated certificate as to the good standing of the board Borrower under the laws 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 hereunderits jurisdiction; (iv) The Administrative Agent shall have a customary legal opinion of from (wx) Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP, special New York counsel to Holdings, the Borrower Loan Parties and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLPX. Xxxxxxx, special Connecticut Esq. general counsel to Holdings, the Borrower and its Subsidiaries and Loan Parties; (zv) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiaries, in each case substantially in the form Each of the respective opinions delivered representations and warranties contained in Section 4(a) hereof shall be true and correct in all material respects on and as of the Closing Date pursuant to Amendment No. 2 Effective Date; (vi) The Administrative Agent shall have received a Committed Loan Notice in respect of the Refinancing Term Loans as required by Section 4.01(a)(vi2.02(a) of the Credit Agreement; (vvii) a solvency certificate from The Left-Lead Arranger shall have received (A) any applicable upfront fee or original issue discount in connection with the chief financial officer of Refinancing Term Loans, (B) other fees in the Borrower, dated amounts previously agreed in writing to be received on the Incremental Amendment No. 1 2 Effective Date, substantially in and (C) all reasonable and documented out-of-pocket expenses (including the form reasonable fees, charges and disbursements of Exhibit G Xxxxx Xxxx & Xxxxxxxx LLP, as counsel for the Administrative Agent and the Left-Lead Arranger) required to be paid or reimbursed for which invoices have been presented a reasonable period of time 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 sameAmendment No. 2 Effective Date shall have been paid; and (viiviii) a Committed Loan Notice The Administrative Agent shall have received the Borrower’s Payment. For purposes of determining whether the conditions set forth in accordance this Section 5(a) have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Refinancing Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Administrative Agent or such Refinancing Lender, as the case may be. (b) The amendments set forth in Section 2.02(a3(b) of this Amendment and the Amended Credit Agreement; and (f) obligations of each Term B-2 Lender to make any Term B-2 Loan shall be subject to the incurrence satisfaction of the New 2014 Initial Term Loans following conditions on or prior to June 30, 2021 (the Incremental date of the satisfaction of such conditions, the “Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreement.2

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 the execution and delivery hereof by the parties hereto. [Signature page follows.] If the foregoing is in accordance with your understanding of the agreement between the Company and the Placement Agent, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, NXT-ID, INC. By: Name: Title: the date first above written: NORTHLAND SECURITIES, INC. By: Name: Title: Schedule I Issuer Free Writing Prospectus Schedule III List of Directors and Officers For Lock-Up Letter Exhibit A: Form of Warrant Exhibit B: Pricing Information Exhibit C: Form of Lock-Up Letter Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Major General Xxxxx Xxxx Xxxxxxx X’Xxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx Warrant No.: ___ Original Issue: Date: ________, 2015 ________, 2015 NXT-ID, INC. a Delaware corporation (the “Incremental Amendment No. 1 Effective Company”), hereby certifies that, for value received, ______________ or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 86,071.45 shares of Common Stock (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”), at any time and from time to time from and after the Original Issue Date and through and including _________, 2020 (the “Expiration Date”) when each relating to an offering of Common Stock by the Company, and subject to the following conditions shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed terms 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 conditions: This Warrant is granted in connection with that certain engagement letterPlacement Agency Agreement, dated as of June 3July 30, 2014 2015 between the Company and Northland Securities, Inc. (the “Engagement LetterPlacement Agency Agreement”) and the offering of 1,721,429 Shares of the Common Stock and warrants, which are exercisable for shares of the Common Stock, registered on the Company’s Registration Statement on Form S-3 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on May 14, 2015, as amended (the “Offering”), 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, Amended Agreement shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of all the following conditions shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered received, from each party listed on the signature pages hereof, either a counterpart hereof signed by a duly authorized officer of each of (i) the Loan Parties, (ii) such party or facsimile or other written confirmation satisfactory to the Administrative Agent and (iii) the New 2014 Term Lendersconfirming that such party has signed a counterpart hereof; (b) the Borrower Administrative Agent shall have paid all fees due and payable received a duly executed Note of the Company for the account of each Lender which shall have made written request therefor not less than one Domestic Business Day prior to the Arranger pursuant to that certain engagement letterEffective Date, dated as on or before the Effective Date and complying with the provisions of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCSection 2.13; (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 duly executed counterparts 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 DateDomestic Subsidiary Guarantee signed on behalf of each Domestic Subsidiary Guarantor; (d) the representations Administrative Agent shall have received (i) duly executed counterparts of each Effective Date Collateral Document, together with evidence satisfactory to it in its sole good faith discretion of the effectiveness and warranties set forth the perfection of the Liens contemplated thereby (including the filing of UCC-1s and the delivery of any stock certificates or promissory notes comprising the Collateral) and (ii) a completed and duly executed Perfection Certificate of the Company and each Domestic Subsidiary Guarantor, dated the Effective Date, substantially in Section 5 hereof shall be true and correctthe form of Annex A to the Domestic Security Agreement; (e) the Administrative Agent shall have received: 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 an opinion of (w) Xxxxxxx Xxxxxxx Winston & Xxxxxxxx LLPXxxxxx, special New York counsel to Holdings, for 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 DateObligors, substantially in the form of Exhibit G K-1 hereto, and (ii) an opinion of the Associate General Counsel of the Company, substantially in the form of Exhibit K-2 hereto, each dated the Effective Date and covering such additional matters relating to the Credit Agreementtransactions contemplated hereby as the Required Lenders may reasonably request; (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 Administrative Agent shall have received (i) an opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Administrative Agent, substantially in the form of Exhibit L-1 hereto and (ii) an opinion of Xxxxxx Xxxx, special English counsel for the Administrative Agent substantially in the form of Exhibit L-2 hereto, each dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (g) the Administrative Agent shall have received duly executed counterparts of the New 2014 Initial Term Loans Master Assignment Agreement, and all payments required to be made thereunder shall have been made (or arrangements satisfactory to the Administrative Agent shall have been made for the making of such payments), and the Company shall have paid in full (or made arrangements satisfactory to the Administrative Agent for paying in full) on the Incremental Amendment No. 1 Effective Date all interest and fees accrued under the Existing Credit Agreement to but excluding the Effective Date and all other amounts (if any) then due and payable by the Company thereunder; (h) the Administrative Agent shall comply have received evidence satisfactory to it of the insurance coverage required by Section 5.03 and the Effective Date Collateral Documents; (i) the Administrative Agent shall have received all costs, fees, expense and other amounts payable on or prior to the Effective Date for the account of the Lenders, the Agents or the Arrangers in the amounts previously agreed to be payable on the Effective Date (including, without limitation, reimbursement or payment of all legal fees and other out-of-pocket expenses required to be reimbursed or paid by the Company in connection with the requirements of Section 2.12 Loan Documents); (j) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Obligors, the corporate authority for and the validity of the Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Agents. (k) the Administrative Agent shall have received evidence satisfactory to it that all Indebtedness of the Obligors under the Loan Documents shall constitute "Senior Debt" and "Designated Senior Debt" as each such term is defined under each Subordinated Indenture; (l) the Administrative Agent shall have received evidence satisfactory to it that neither the amendment and restatement of the Existing Credit Agreement as set forth in this Amended Agreement, nor the transactions contemplated by the Loan Documents, violate or will violate any term or provision of either Subordinated Indenture; (m) the Administrative Agent shall have received a certificate of the Chief Financial Officer of the Company, dated the Effective Date, as to the solvency of each Obligor, in form and substance satisfactory to the Administrative Agent; (n) the Administrative Agent shall have received, for all Venues that are leased, a fully executed copy of the lease for such Venue, certified by the Secretary or Assistant Secretary of the Company to be a true and complete copy thereof; (o) the Administrative Agent shall have received a fully executed copy of the Apollo Purchase Agreement (together with all exhibits, schedules or other attachments thereto); (p) the Administrative Agent shall have received copies of all due diligence reports prepared by the Company or its counsel in connection with the Apollo Acquisition and addressed to the Administrative Agent (in its capacity as such), together with such additional documentation or information relating to such due diligence as the Administrative Agent may reasonably request; (q) the Administrative Agent shall have received a certificate of the chief financial officer of the Company, dated the Effective Date, which certificate contains calculations demonstrating on the basis of such financial statements that the Company is in compliance with the covenants contained in Section 5.12 to Section 5.18, inclusive, after giving effect to all Borrowings and issuances of Letters of Credit and issuances of Apollo Letters of Credit (if any) on the Effective Date, all in form and substance satisfactory to the Administrative Agent; and (r) the Required Lenders shall not have determined in good faith that there has been an action, suit or proceeding pending or threatened (i) in which there is a reasonable possibility of an adverse decision which could have a Material Adverse Effect or (ii) which in any manner draws into question the validity or enforceability of the Loan Documents. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Company and the Lenders thereof, and such notice shall be conclusive and binding on all 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 the date that the Administrative Agent has determined that it has received each of the following, in each case in form and substance satisfactory to the Administrative Agent (the date of such effectiveness, the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: ): (a) this Amendment, duly executed by the Borrower, the Guarantors party hereto, the Lenders party hereto 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, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; Agent; (b) the Second Amendment Fee Letters executed by 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; Administrative Agent; (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, separate Note substantially in the form of Exhibit G to the Credit Agreement; (vi1.1(N)(4) a Term Note duly executed and delivered by the Borrower in favor of each New 2014 Term Lender in an amount equal to such Lender, if any, requesting the same’s LIFO Loan Commitment; and (viid) a Committed supplement to the Patent, Trademark and Copyright Security Agreement signed by each applicable Loan Notice Party in accordance respect of any Copyrights, Patents or Trademarks for which an assignment in favor of the Administrative Agent has not previously been recorded with the United States Copyright Office or the United States Patent and Trademark Offices, as applicable; (e) executed Assignment Agreements and Notices of Assignment in respect of each of the Loan Parties’ Government Contracts in effect on the Second Amendment Effective Date and contact information for the contracting officers on each such Government Contract and such other information required to be delivered for any contract between the Borrower or any Guarantor and the United States, any state or any department, agency or instrumentality of any of them in order for Borrower or such Guarantor to assign its right to payment of receivables thereunder to the Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 2.02(a) 3727 et seq. and 41 U.S.C. Sub- Section 15 et seq.); provided, that such Assignment Agreements and Notices of Assignment will not be delivered except as provided under Section 7.1.13 of the Amended Credit Agreement; and provided, further, that if such Assignment Agreements and Notices of Assignment are not able to be delivered on or prior to the time that all other conditions precedent are satisfied, the Borrower shall have up to two (2) weeks (subject to extension in the Administrative Agent’s sole discretion) after the Effective Date to deliver such Assignment Agreements and Notices of Assignment; (f) a written confirmation that no Loan Party has any commercial tort claims; (g) control agreements between the incurrence Administrative Agent and each applicable financial institution in form and substance satisfactory to - 24 - 131832.01464/109680341v.4 (i) the Initial Second Amendment Budget; (j) a certificate of the New 2014 Initial Term Loans on Borrower signed by an Authorized Officer, dated the Incremental Amendment No. 1 Effective Date shall comply stating that (i) all representations and warranties of the Loan Parties set forth in the Amended Credit Agreement are true and correct in all material respects, (ii) after giving effect to the Second Amendment, the Loan Parties are in compliance with each of the requirements covenants and conditions thereunder in all material respects, (iii) after giving effect to the Second Amendment (including the waiver of the Known Defaults), no Event of Default or Potential Default exists, and (iv) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent; (k) the monthly financial statements required to be delivered pursuant to Section 2.12 7.3.1.1 of the Credit Agreement.Agreement for the month ending April 30, 2018; - 25 - 131832.01464/109680341v.4

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 upon the “Incremental Amendment No. 1 Effective Date”) when each Seller’s fulfillment of the following conditions precedent: 3.1 The Administrative Agent shall have been satisfiedreceived (or be satisfied that it will receive by such deadline as the Administrative Agent shall specify) the following, all of which must be satisfactory in form and content to the Administrative Agent: (a) this Amendment, duly executed by the Seller, the Buyers, 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, (ii) the Administrative Agent and (iii) the New 2014 Term LendersAgent; (b) the Borrower shall have paid all fees due Amended and payable to Restated Fee Letter, duly executed by the Arranger pursuant to that certain engagement letter, dated as of June 3, 2014 (Seller and the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC;Administrative Agent; and (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 certificate of the Credit Agreement General Partner’s corporate secretary or assistant secretary or other authorized officer dated as of the Engagement Letter for which invoices have been presented three Business Days prior date hereof as 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 the incumbency of each Loan Party, dated the Incremental officers of the Seller executing this Amendment No. 1 Effective Date, and all other Repurchase Documents executed or to be executed by two Responsible Officers of such Loan Party, substantially in the form or on behalf 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); Seller, (ii) the authenticity of their signatures, and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it (the Administrative Agent, the Buyers and the Custodian shall be entitled to rely on that certificate until the Seller has furnished a new 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; Administrative Agent, (iii) a copy of the resolutions of the General Partner’s board of directors or other governing bodydirectors, as applicable, of each Loan Party (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance by the Seller of this Incremental Amendment (and any agreements relating thereto) all other Repurchase Documents to which it is a party be delivered by the Seller pursuant to this Amendment and (b) in the case of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion copies of the Seller’s (w1) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower and its Subsidiarieslimited partnership agreement, (x2) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel to Holdings, certificate of limited partnership issued by the Borrower and its Subsidiariesstate of Texas, (y3) Xxxx Xxxxx & Xxxxxxx LLParticles of incorporation certified by the Secretary of State of the State of the General Partner, special Connecticut counsel to Holdings, the Borrower and its Subsidiaries and (z4) K&L Gates LLPbylaws and all amendments, special New Jersey or certification that there have been no changes to such documents since a true and Washington counsel correct copy thereof was delivered to Holdingsthe Administrative Agent and that such documents are in full force and effect. 3.2 Payment to the Administrative Agent or the Custodian, as applicable, of all fees and expenses (including the Borrower disbursements and its Subsidiaries, in each case substantially in the form reasonable fees of the respective opinions delivered on Administrative Agent’s attorneys) of the Closing Date Administrative Agent and the Buyers payable by Seller pursuant to Section 4.01(a)(vi) 9 of the Credit Agreement; (v) a solvency certificate from Repurchase Agreement accrued and billed for to the chief financial officer date of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form Seller’s execution and delivery 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 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, Amendment shall become effective on as of the date (the “Incremental Amendment No. 1 3 Effective Date”) when on which each of the following conditions shall have been satisfied:satisfied (or waived by the Majority Lenders of the Existing Amendment No. 1 Incremental Term B Lenders and/or the Majority Lenders of the Amendment No. 3 Incremental Term B Lenders, as applicable): (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 of (1) from (i) the Loan PartiesParent, (ii) the Administrative Agent and Company, (iii) each Subsidiary Guarantor, (iv) each Consenting Term B Lender (in the New 2014 form of Annex I, and who collectively, shall constitute the Majority Lenders of the Existing Amendment No. 1 Incremental Term B Lenders), (v) the Assuming Lender, (vi) each Extending Term B Lender (in the form of Annex II) and (vii) each Amendment No. 3 Incremental Term B Lender either (A) a counterpart of this Amendment signed on behalf of each such party or (B) evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment and (2) to the extent an Amendment No. 3 Incremental Term B Lender so requests, a Note signed by the Company; (b) the Borrower Administrative Agent shall have paid all fees due received (i) (I) for each of the Parent, the Company and payable each Subsidiary Guarantor either (1) a certification from a responsible officer of such Person that, as of the Amendment No. 3 Effective Date, there has been no change to the Arranger certificate or articles of incorporation (or equivalent documents), including all amendments thereto, of such Person, delivered to the Administrative Agent on the A&R Closing Date or, if so delivered on such date, the Amendment No. 1 Effective Date or (2) a copy of the certificate or articles of incorporation (or equivalent documents), including all amendments thereto, of such Person, which certificate or articles of incorporation (or equivalent documents) shall be (x) if such Person is organized in the United States (or any state thereof, but excluding Puerto Rico) certified as of a recent date by the Secretary of State of the state of its organization, with a further certification from a responsible officer of such Person that, as of the Amendment No. 3 Effective Date, such certificate or articles of incorporation (or equivalent document) have not been amended since the date of certification thereof by the Secretary of State of the state of its organization and (y) in the case of any other Person, certified by a responsible officer of the applicable Person as a true and complete copy of the certificate or articles of incorporation (or equivalent document) as of the Amendment No. 3 Effective Date of such Subsidiary Guarantor, and (II) in the case of the Parent, the Company and each Subsidiary Guarantor organized in the United States (or any state thereof) a certificate as to the good standing (or equivalent) of such Person as of a recent date to, from such Secretary of State; (ii) a certificate of an authorized officer of each of the Parent, the Company and each Subsidiary Guarantor dated the Amendment No. 3 Effective Date and certifying (A) that attached thereto is a true and complete copy of the bylaws (or equivalent documents) of such Person as in effect on the Amendment No. 3 Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or certification of no change thereto since the A&R Closing Date or, if so delivered on such date, the Amendment No. 1 Effective Date), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or its equivalent) of such Person authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereunder and under the Amended Credit Agreement and, in the case of the Company, the borrowings under the Amended Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Person; and (iii) a certificate of another authorized officer as to the incumbency and specimen signature of the authorized officer executing the certificate pursuant to that certain engagement letter, dated as of June 3, 2014 clause (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCii) above; (c) the Administrative Agent representations set forth in Section 7 shall be true and the Arranger shall have received all reasonable correct on and documented costs and expenses required to be paid or reimbursed under Section 10.04 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 3 Effective Date; (d) on and as of the representations Amendment No. 3 Effective Date, no Default or Event of Default shall exist immediately prior to or after giving effect to the Amendment and warranties set forth in Section 5 hereof shall be true and correctthe incurrence of the Amendment No. 3 Incremental Term B Loans (or the use of proceeds thereof); (e) the Administrative Agent shall have received: (i) received a certificate of each Loan Partycertificate, dated as of the Incremental Amendment No. 1 3 Effective Date, executed Date and signed 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 responsible officer of the BorrowerCompany, dated certifying that the Incremental Amendment No. 1 Effective Date, substantially conditions set forth in the form of Exhibit G to the Credit AgreementSections 6(c) and 6(d) are 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 in accordance with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence Administrative Agent shall have received, on behalf of itself, the Consenting Term B Lenders, the Assuming Lender, the Extending Term B Lenders and the Amendment No. 3 Incremental Term B Lenders, a favorable written opinion of (i) Weil, Gotshal & Mxxxxx LLP, New York, Delaware and California counsel for the Parent, the Company and the Subsidiary Guarantors, (ii) Sxxxxxxx Xxxxxxx LLP, Canadian counsel for the Subsidiary Guarantors, and (iii) CMS Cxxxxxx XxXxxxx Nxxxxxx Olswang LLP, counsel for the Subsidiary Guarantors in England and Wales, in each case (A) dated the Amendment No. 3 Effective Date, (B) addressed to the Administrative Agent, the Consenting Term B Lenders, the Assuming Lender, the Extending Term B Lenders and the Amendment No. 3 Incremental Term B Lenders and (C) covering such matters relating to this Amendment and the transactions contemplated hereunder and as the Administrative Agent shall reasonably request. The Company hereby requests such counsel to deliver such opinion; (g) the Administrative Agent shall have received (or substantially concurrently with the funding of the New 2014 Initial Amendment No. 3 Incremental Term B Loans on the Incremental Amendment No. 1 3 Effective Date shall comply Date, will receive) all fees and other amounts due and payable on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced at least 3 Business Days prior to the Amendment No. 3 Effective Date, reimbursement or payment of all out of pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Obligors hereunder, under the Amended Credit Agreement, under any other Basic Document or under any engagement letter or other fee letter entered into in connection with the requirements of Section 2.12 Proposed Amendment and/or the Amendment No. 3 Incremental Term B Loans established hereunder. (h) The Administrative Agent shall have received a solvency certificate from a financial officer of the Parent on behalf of the Parent in form and substance satisfactory to the Administrative Agent certifying that Parent and its subsidiaries, on a consolidated basis after giving effect to the transactions contemplated hereunder and under the Amended Credit Agreement.Agreement to occur on the Amendment No. 3 Effective Date, are solvent; (i) The Amendment No. 3 Incremental Term B Lenders shall have received, at least three Business Days prior to the Amendment No. 3 Effective Date, to the extent requested at least 10 Business Days prior to the Amendment No. 3 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 USA PATRIOT Act; (j) To the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Amendment No. 3 Incremental Term B Lenders shall have received a Beneficial Ownership Certification in relation to the Company if requested at least ten Business Days prior to the Amendment No. 3 Effective Date; and (k) The Company shall make a borrowing request in accordance with Section 5.05 of the Amended Credit Agreement with respect to the Amendment No. 3

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 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 hereof (iincluding consents hereto, if applicable) 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 and each existing Lender, each Additional Credit Lender, the Swingline Lender, each Issuing Bank and the Administrative Agent. (b) The conditions set forth in favor paragraphs (a) and (b) of each New 2014 Term LenderSection 4.02 of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date and the Administrative Agent shall have received a certificate by the President, a Vice President or a Financial Officer of the Borrower, dated the Amendment Effective Date, to such effect. (c) The Administrative Agent shall have received such customary documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Guarantor and the authorization of the transactions contemplated hereby by the Borrower and the Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Guarantor shall have entered into a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent. (e) The Borrower shall have made the prepayments of Existing Revolving Loans and payments of accrued and unpaid interest on Loans, if any, requesting required to be made on the same; and (viiAmendment Effective Date by Section 2(b) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreement; andhereof. (f) The Administrative Agent shall have received payment from the incurrence Borrower, (i) for the account of each Additional Credit Lender, an upfront fee (the New 2014 Initial Term Loans on “Upfront Fee”) in an aggregate amount equal to 0.20% of each Additional Credit Lender’s allocated Additional Credit Commitments, and (ii) for the Incremental Amendment No. 1 Effective Date account of each Extending Lender, an extension fee (the “Extension Fee”) in an aggregate amount equal to 0.05% of such Extending Lender’s Extended Commitments (which, for purposes of determining the Extension Fee, shall comply be deemed not to include the Additional Credit Commitments, if any, of such Extending Lender). (g) The Borrower shall have paid all other fees and other amounts due and payable 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 any Loan Party to the Administrative Agent or the Arranger in connection with the requirements of Amendment and the transactions contemplated hereby or under Section 2.12 9.03 of the Credit Agreement. (h) The Additional Credit Lenders 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 USA PATRIOT Act to the extent requested at least 10 days prior to the Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall not become effective, and the obligations of the Lenders to make, fund or extend Loans as provided for herein will automatically terminate, if each of the conditions set forth or referred to in this Section 6 has not been satisfied at or prior to 5:00 p.m., New York City time, on May 31, 2012 (it being understood that any such failure of this Amendment to become effective will not affect any rights or obligations of any Person under the Credit Agreement).

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) this Amendment shall have been duly executed by the Borrower, the Administrative Agent shall have received counterparts of this Incremental Amendment executed Agent, the Additional Lenders and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 March 2017 Refinancing Term Consenting Lenders; (b) the Borrower immediately before and after giving effect to this Amendment, no Default or Event of Default shall have paid all fees due occur 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 Fourth Amendment Loan Document (as defined below)) with the same effect as though made on and as of such date, except to the extent such representation and warranties expressly relate to an earlier date, in which case, such representation 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 Ropes & Xxxx International LLP, New York Counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i)dated the Effective Date,(ii) addressed to the Administrative Agent, the Additional Lenders and the March 2017 Refinancing Term Consenting Lenders and (iii)covering such other matters relating to the Loan PartyDocuments as the Administrative Agent shall reasonably request, dated and the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of Borrower hereby requests 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 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 “Fourth Amendment Loan Documents”) and resolving that it execute, deliver and perform its obligations under the Fourth Amendment Loan Documents to which it is a party; (B) authorizing a specified person or persons to execute the Fourth 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 Fourth 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 Fourth 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 Amendment No. 1 Effective Date, substantially in the form Borrower certifying that no Default or Event of Exhibit G to the Credit Agreement;Default shall have occurred and be continuing; and (vi) a Term Note duly executed to the extent not already in possession of the Additional Lenders, at least three 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 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 AgreementAdditional Lender at least five days prior to date 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 (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, and satisfaction of the conditions precedent set forth in (h) below: (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 C to the Amended 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, Xxxxx & Xxxxxxx 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 all such fees that are owed to each Non-Extending Bank required to be paid in the respective 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 a Beneficial Ownership Certification on the First 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; (g) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the Administrative Agent; (h) receipt by a requesting the sameBank of a new promissory Note, as applicable; and (viii) a Committed Loan Notice no Default or Event of Default has occurred and is continuing, or would result from the extension of the Extended Commitment Termination Date and (B) all the representations and warranties of the Borrower set forth in accordance with Section 2.02(a) of the Amended Credit Agreement; and Agreement shall be true and correct in all material respects (f) without duplication of materiality qualifications otherwise set forth in such representations and warranties, before and after giving effect to such extension). The Administrative Agent shall promptly notify the incurrence 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. 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 Ninth Amendment No. 1 Effective Date”) when each of on which the following conditions shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received a duly executed and completed counterpart hereof that bears the signature of (i) the Borrower, (ii) Holdings, (iii) the Administrative Agent, and (iv) Majority Lenders under the Revolving Facility (as if the Revolving Facility were the only Facility under the Credit Agreement in accordance with Section 10.08 of the Credit Agreement). (b) The Administrative Agent shall have received, for the account of each Revolving Facility Lender party hereto, a consent fee in an amount equal to 0.20% of the Revolving Facility Commitments held by such Lender immediately prior to the Ninth Amendment Effective Date, which consent fee shall be earned, due and payable on, and subject to the occurrence of, the Ninth Amendment Effective Date. (c) No Event of Default or Default shall have occurred and be continuing. (d) The Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered a certificate signed by a duly authorized officer Responsible Officer of each the Borrower, certifying on behalf of the Borrower that, (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 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 the Loan Documents, as amended by this Amendment, are true and correct in all material respects on and as of the Ninth Amendment Effective Date as if made on and as of such date, except (A) to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 5 hereof 3.18 of the Credit Agreement, which shall be true and correct; (e) correct in all material respects as of the Administrative Agent shall have received: (i) a certificate of each Loan Party, dated the Incremental Ninth Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in )) and (B) that the form impacts of the certificates delivered COVID-19 pandemic on the Closing Date business, assets, financial condition or results of operation of the Holdings or any of its Restricted Subsidiaries, taken as a whole, will be disregarded for purposes of determining whether a Material Adverse Effect has occurred pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (3.06 to the extent such concept existsimpacts have been (i) 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 publicly disclosed by the Borrower in favor its securities filings (including, without limitation, any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K) prior to the Ninth Amendment Effective Date or (ii) disclosed in any “Lender Presentation” (and/or any supplements thereto) provided by the Borrower in connection with this Amendment; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects, and (ii) no Default or Event 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 Default has occurred and is continuing on the Incremental Ninth Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementafter giving effect to this Amendment.

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, the “Incremental Amendment No. 1 Effective Date”) when Borrower, each Guarantor and each Agent and receipt by the Agents of the following conditions shall have been satisfiedfollowing, in each case in form and substance reasonably satisfactory to the Agents: (a) original counterparts to this Agreement, duly executed by the Administrative Agent shall have received counterparts of this Incremental Amendment executed Borrower, each Guarantor, the Additional Guarantor and delivered by a duly authorized officer of each of (ithe Agents, together with the Schedules referred to in Section 2(b) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lendershereof; (b) the Borrower shall have paid all fees due and payable a Supplement 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 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 AgreementSecurity 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; (vic) a Term Note 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 thereto, duly executed by such parent company and delivered by providing for all Equity Interest of the Borrower in favor of each New 2014 Term LenderAdditional Guarantor to be pledged to the Collateral Agent pursuant to the terms thereof; (i) certificates, if any, requesting representing 100% of the sameissued and outstanding Equity Interests of the Additional Guarantor and each Subsidiary of the Additional Guarantor and (ii) 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; (e) to the extent required under the Financing Agreement, a Mortgage (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(m) of the Financing Agreement or otherwise; (f) (i) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage and (ii) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements; (g) If requested by the Agents, a favorable written opinion of counsel to the Loan Parties as to such matters as the Agents may reasonably request; and (viih) a Committed Loan Notice such other agreements, instruments or other documents reasonably requested by the Collateral Agent in accordance with Section 2.02(aorder to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by the Amended Credit Agreement; and (f) Security Agreement Supplement or any Additional Mortgage or otherwise to effect the incurrence 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, 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 Amendment shall become effective (and immediately following such effectiveness, Section 3 of this Amendment shall automatically become so effective), in each case, on the date (the “Incremental Amendment No. 1 3 Effective Date”) when each of on which the following conditions shall have been satisfied: (a) the The Administrative Agent shall have received counterparts of to this Amendment, duly executed by the Borrower, the Guarantors, the Extending Lenders, the Incremental Amendment executed Lenders, the Swingline Lender, the Issuing 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 Lenders;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 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 signed by a Responsible Officer 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; Borrower stating that: (di) the all representations and warranties set forth in Section 5 hereof this Amendment, the Credit Agreement and the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is qualified as to materiality, Material Adverse Effect or similar language, in which case, such representation or warranty shall be true and correct;correct in all respects) on and as of the Amendment No. 3 Effective Date (or as of a specified date, if earlier), (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment No. 3 Effective Date before or after giving effect to this Amendment, and the making of any Incremental Loans or Extending Revolving Credit Loans made pursuant thereto, (iii) this Amendment is in compliance with the requirements as set forth in Sections 5.13, 5.17 and 6.3 of the Credit Agreement, (iv) with reasonable supporting calculations (a) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 9.14 of the Credit Agreement on the Amendment No. 3 Effective Date, and (b) the Incremental Commitments are issued pursuant to clause (x) of the definition of Incremental Amount as set forth in the Credit Agreement and, after giving effect to this Amendment on the Amendment No. 3 Effective Date, the total utilization of said clause (x) (plus the aggregate amount of all Incremental Term Loan Commitments, Incremental Revolving Credit Commitments and Permitted Incremental Equivalent Debt, in each case, established after the Closing Date and prior to the Amendment No. 3 Effective Date) is $200,000,000. (ec) The Administrative Agent and the Amendment No. 3 Lead Arranger shall have received reimbursement of expenses required to be reimbursed or paid hereunder or under any other Loan Document or otherwise agreed to in writing to be paid (including, without limitation, the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP). (d) The Administrative Agent shall have received: (i) received a certificate of a Responsible Officer of each Loan Party, dated Credit Party certifying as to the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially in the form incumbency and genuineness of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) signature of each officer of the Credit Agreement Parties executing this Amendment and certifying that attached thereto is a true, correct and complete copy of (together with A) the attachments described therein); (ii) a articles or certificate of good standing incorporation or formation (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 bodyequivalent), as applicable, of each Loan Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation, as applicable, (B) the bylaws or other governing documents of each Credit Party as in effect on the Closing Date, and (C) resolutions duly adopted by the board of directors (or a duly authorized committee thereofother governing body) of each Credit Party authorizing (a) and approving the transactions contemplated hereunder and the execution, delivery and performance of this Incremental Amendment (and any agreements relating thereto) the other Loan Documents to which it is a party and party. (be) in The Administrative Agent shall have received certificates, dated as of a recent date prior to the case Amendment No. 3 Effective Date, 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) good standing of the Credit Agreement;Parties under the laws of their respective jurisdictions of incorporation, organization or formation, as applicable. (vf) The Administrative Agent shall have received a solvency certificate from of the chief financial officer of the BorrowerBorrower as to the solvency of the Borrower and its subsidiaries, dated the Incremental Amendment No. 1 Effective Datetaken as a whole, after giving effect to this Amendment, 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 L of the Credit Agreement. (g) The Administrative Agent shall have received in connection with any borrowing on the Amendment No. 3 Effective Date, a Notice of Borrowing from the Borrower substantially in the form of Exhibit B to the Credit Agreement and delivered in accordance with the requirements of the Credit Agreement. (h) The Administrative Agent shall have received an executed copy of the favorable written opinions of (A) Milbank Tweed Hadley & XxXxxx LLP, New York counsel for the Credit Parties, (B) Xxxxxxx Xxxxx PLLC, West Virginia counsel for the Credit Parties, (C) Blank Rome LLP, Pennsylvania and New Jersey counsel for the Credit Parties, (D) Xxxxxx & Xxxxxxxxx LLP, Ohio counsel for the Credit Parties, (E) Xxxxxx Xxxxxx LLP, Florida, Mississippi and Louisiana counsel for the Credit Parties, (F) XxXxxxxx Carano LLP, Nevada counsel for the Credit Parties, (G) Xxxxxxx & Xxxx LLP, Missouri counsel for the Credit Parties, (H) The Xxxxxx Law Firm, Colorado counsel for the Credit Parties, (I) Xxxxx Xxxxxx, Iowa counsel for the Credit Parties, (J) Xxxxx Xxxxx, Illinois counsel for the Credit Parties and (K) Xxxxx XxXxxxx, Indiana counsel for the Credit Parties, in each case (x) dated the Amendment No. 3 Effective Date, (y) addressed to the Issuing Lenders, the Administrative Agent and the Lenders (including the Incremental Lenders and the Extending Lenders) on the Amendment No. 3 Effective Date and (z) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request. (i) The Administrative Agent shall have received copies of recent lien, bankruptcy, insolvency and judgment searches in each jurisdiction reasonably requested by the Administrative Agent with respect to the Borrower and the Guarantors, in each case, dated as of a recent date prior to the Amendment Effective Date. (j) All fees due to the Administrative Agent, the Amendment No. 3 Joint Lead Arrangers on the Amendment No. 3 Effective Date pursuant to a separate written agreement shall have been, or shall substantially concurrently with the Amendment No. 3 Effective Date be, paid, and all expenses to be paid or reimbursed to the Administrative Agent and the Amendment No. 3 Joint Lead Arrangers that have been invoiced a reasonable period of time prior to the Amendment No. 3 Effective Date shall have been, or shall substantially concurrently therewith shall be, paid. (k) The Borrower and each of the applicable Guarantors under the Amended Credit Agreement, if not previously provided, have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, at least 5 Business Days prior to the Amendment No. 3 Effective Date but only to extent such information is requested by the Administrative Agent at least 10 Business Days prior to the Amendment No. 3

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term A Loan to be made by it pursuant to Section 2(a)(i) hereof, Facility Amendment shall become effective on as of the date (the “Second Incremental 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 Term A Loan Facility 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 Guarantor (iv) the Administrative Agent and (iiiiv) the New 2014 Incremental Term A Lenders; (b) the Borrower Administrative Agent shall have paid all fees due and payable to received a certificate signed by a Responsible Officer of the Arranger pursuant to Borrower (A) certifying that certain engagement letter, dated the condition precedent set forth in clause (h) below has been satisfied on or as of June 3, 2014 the Second Incremental Amendment Effective Date and (B) containing the “Engagement Letter”), among true and complete calculations (in reasonable detail) required to show compliance with Section 2.14(a)(ii)(B) and Section 2.14(a)(ii)(C) of the Borrower, the Arranger and TPG Capital BD, LLCCredit 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 Term A Loan Facility Amendment on the Second Incremental Amendment Effective Date) attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) after giving effect to this Incremental Term A Loan Facility Amendment No. 1 Effective Dateand the incurrence of the Incremental Term A Loans 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 Term A Loan Facility 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) 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 case, as to any matter reasonably requested by the Administrative Agent, addressed to the Incremental Term A Loan Lenders and the Administrative Agent, dated the Second Incremental Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, which the Loan Parties hereby request such counsel to deliver; (f) no Default exists as of the Second Incremental Amendment Effective Date, both before and immediately after giving effect to this Amendment and the transactions contemplated hereby; (g) all of the representations and warranties of the Borrower and each of the other Loan Parties set forth in Article V of the Credit Agreement and in the other Loan Documents (including this Incremental Term A Loan Facility Amendment) are true and correct in all material respects on and as of the Second Incremental Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (h) all of the conditions specified in Section 2.14 of the Credit Agreement with respect to the incurrence of Incremental Term Loans that constitute Incremental Term A Loans shall have been satisfied, including receipt by the Administrative Agent of a Committed Loan Notice; (i) a certificate of each Loan Party, dated the Incremental Amendment No. 1 2 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)shall have occurred; (iij) a certificate of good standing (to the extent such concept exists) from Administrative Agent and the applicable secretary of state arrangers of the state of organization of each Incremental Term Loan Party; (iii) a copy of the resolutions of the board of directors or other governing bodyA Facility, as applicable, shall have received payment of each Loan Party (all fees and other amounts due and payable on or a duly authorized committee thereof) authorizing (a) prior to the execution, delivery and performance of this Second Incremental Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the BorrowerEffective Date 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 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 extent invoiced, reimbursement or payment of all reasonable and delivered documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower in favor hereunder or under any other Loan Document, including the reasonable fees, charges and disbursements of each New 2014 Term Lender, if any, requesting counsel for the sameAdministrative Agent; and (viik) the Borrower shall have paid to the Administrative Agent for the account of each Incremental Term A Lender, a Committed Loan Notice non-refundable upfront fee in accordance with Section 2.02(a) Dollars and in immediately available funds in an amount equal to 0.50% of the Amended Credit Agreement; and (f) aggregate amount of Incremental Term A Commitments of such Incremental Term A Lender as in effect on the incurrence Second Incremental Amendment Effective Date. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. The Administrative Agent shall notify the Borrower and the Lenders of the New 2014 Initial Term Loans on the Second 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. (a) This Amendment (other than Sections 4, 5, 6, 7 (except those amendments contemplated by such Section 7 to the extent necessary to incorporate the Incremental Amendment, Tranche B-2 Term Loans and the obligation of each New 2014 Initial Incremental Tranche A Term Lender to make Loans into the New 2014 Initial Term Loan to be made by it pursuant to Section 2(a)(iCredit Agreement) and 9(b) hereof, ) 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: (ai) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer that, when taken together, bear the signatures of Holdings, the Borrower, each of (i) the other Loan PartiesParties and each of the Incremental Tranche B-2 Term Lenders and the Incremental Tranche A Term Lenders, (ii) each of the Administrative Agent and conditions set forth in subclauses (iiiA) through (D) (inclusive) of the New 2014 Term Lenders; (bfirst proviso in Section 2.21(a) 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 shall have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Date; satisfied, (diii) each of the representations and warranties set forth in Section 5 8 hereof shall be true and correct; , (eiv) the Borrower shall have delivered a Borrowing Request with respect to the Incremental Tranche B-2 Term Loans and the Incremental Tranche A Term Loans, (v) the Administrative Agent shall have received: (i) a certificate 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, dated the Incremental authorization of this Amendment No. 1 Effective Date, executed by two Responsible Officers of and the transactions contemplated hereby and any other legal matters relating to such Loan Party, substantially in the form of Loan Documents or the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement transactions contemplated hereby (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) including certified resolutions 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 equivalent 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 Amendment), all in form and substance reasonably satisfactory to the Administrative Agent, (and any agreements relating theretovi) to which it is the Administrative Agent shall have received 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 reasonably satisfactory to it from (wx) Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx Xxxxx LLP, special New York counsel for the Loan Parties and (y) local counsel in each jurisdiction where a Loan Party is organized and the laws of which are not covered by the opinion referenced in clause (x) of this paragraph and (vii) the Administrative Agent shall have received payment of (x) all expenses required to be paid or reimbursed by Holdings, the Borrower or any other Loan Party under or in connection with this Amendment, including those expenses set forth in Section 14 hereof 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 all fees required to Holdings, be paid by 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)(vi15(a) hereof. (b) Sections 4, 5, 6, 7(e) and 7(o) of this Amendment and those other amendments contemplated by Section 7 to the extent necessary to incorporate the Maturity Extensions into the Credit Agreement shall become effective as of the Effective Date immediately after (i) the conditions precedent in Section 10(a) hereof shall have been satisfied, (ii) the transactions contemplated by Sections 2 and 3 hereof shall have been consummated, (iii) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of each Extending Revolving Lender, each Replacement Revolving Lender, each Extending Tranche A Term Lender, each Replacement Tranche A Term Lender, the Swingline Lender and the Issuing Bank, (iv) the conditions set forth in Section 2.22(e) of the Credit Agreement; Agreement shall have been satisfied and (v) a solvency certificate from the chief financial officer Administrative Agent shall have received payment of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G all fees required to the Credit Agreement; (vi) a Term Note duly executed and delivered be paid by the Borrower pursuant to Sections 15(b), 15(c), 15(d) and 15(e) hereof. (c) Section 9(b) and the remaining provisions of Section 7 of this Amendment shall become effective as of the Effective Date immediately after (i) the conditions precedent in favor Section 10(b) hereof shall have been satisfied, (ii) the transactions contemplated by Sections 4, 5 and 6 hereof shall have been consummated and (iii) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of each New 2014 Extending Revolving Lender, each Replacement Revolving Lender, each Extending Tranche A Term Lender, if any, requesting each Replacement Tranche A Term Lender and the same; andRequired Lenders. (viid) a Committed Loan Notice in accordance with Section 2.02(a) For the avoidance of doubt, each of the Amended Credit Agreement; and (f) parties hereto hereby consents to 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 Agreementamendments, waivers and other transactions set forth herein.

Effectiveness. This Incremental AmendmentThe waivers set forth in SECTION 1, the amendments set forth in SECTION 2 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, agreements set forth in SECTIONS 3 and 6.5 shall become effective on the such date (the “Incremental "Third 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 receivedfollowing: (i) a certificate Counterparts of each Loan Party, dated the Incremental this Third Amendment No. 1 Effective Date, executed by two Responsible Officers the Borrower, MSC and the Required Banks (it being understood that, in the case of any Bank, the Agent may rely upon facsimile confirmation of the execution of a counterpart hereof by such Loan PartyBank for purposes of determining the effectiveness hereof). (ii) The first installment of the amendment fee referred to in SECTION 3.7 (it being understood that promptly upon receipt thereof the Agent shall distribute to each Bank its pro rata share thereof). (iii) An opinion of Xxxxx Xxxxx Xxxxxx, Assistant General Counsel of the Borrower, substantially in the form of ATTACHMENT I hereto. (iv) Confirmation that the certificates delivered on Borrower has paid (a) to the Closing Date Agent, all reasonable out-of-pocket expenses payable to the Agent pursuant to Section 4.01(a)(v) 10.3 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 then billed and (b) in the case to each of the Borrower, the borrowings of the New 2014 Term Loans contemplated hereunder; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx Ernst & Xxxxxxxx Young LLP, special New York counsel to HoldingsXxxxx, the Borrower Xxxxx & Xxxxx 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 professional advisors to Holdingsthe Agent and the Banks, (x) all reasonable fees and charges relating to the Borrower and its Subsidiaries Credit Agreement (including any waivers or amendments thereto) to the extent then billed and (zy) K&L Gates LLP, special New Jersey and Washington counsel to Holdings, the Borrower and its Subsidiariesa deposit, in each case substantially in the form amount of the respective opinions delivered on the Closing Date pursuant $100,000 (inclusive of any remaining balance of any previously paid deposit), to Section 4.01(a)(vi) of cover future fees and charges relating to the Credit Agreement;. (v) a solvency certificate from All documents the chief financial officer Agent may reasonably request relating to the existence of the BorrowerBorrower and the other Loan Parties, dated the Incremental corporate authority for and the validity of this Third Amendment No. 1 Effective Dateand the other Loan Documents, substantially and any other matters relevant hereto, all in the form of Exhibit G and substance 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 AgreementAgent.

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 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 “Incremental Term Loan C Facility Effective Date”): (a) the Administrative Agent The Incremental Term Loan C Facility Arranger 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 PartiesAdministrative Agent, (ii) the Administrative Agent and Holdings, (iii) the New 2014 Borrower and (iv) each Incremental Term Lenders;Loan C 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 The Incremental Term Loan C Facility Arranger shall have received all reasonable and documented costs and expenses required to the following, each of which shall be paid originals or reimbursed under Section 10.04 facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior signing Loan Party, each in form and substance reasonably satisfactory to the Incremental Term Loan C Facility Arranger and its legal counsel: (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Holdings and the Borrower as the Incremental Term Loan C Facility Arranger may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment No. 1 Effective Dateand the other Loan Documents; (dii) an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, in form and substance reasonably satisfactory to the Incremental Term Loan C Facility Arranger, covering such matters relating to this Amendment and the transactions contemplated hereby as the Incremental Term Loan C Facility Arranger shall reasonably request; (iii) a certificate from the Chief Financial Officer of the Borrower, dated the Incremental Term Loan C Facility Effective Date, certifying as to (A) the accuracy of the representations and warranties set forth in Section 5 hereof shall be true and correct; 4 hereof, (eB) 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 satisfaction of the certificates delivered on conditions precedent set forth in paragraphs (c) and (d) of this Section 5 and (C) compliance by the Closing Date pursuant to Borrower with the covenant set forth in Section 4.01(a)(v) 7.11 of the Credit Agreement (together with for the attachments described therein); (ii) Test Period in effect on the Incremental Term Loan C Facility Effective Date, determined on 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 hereunderPro Forma Basis; (iv) a customary legal opinion Committed Loan Notice relating to the making of the Incremental Term Loans C; and (wv) 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 Act, requested by any Incremental Term Loan C Lender that is not a Lender under the Credit Agreement prior to Holdings, the effectiveness hereof a reasonable period of time prior to the Incremental Term Loan C Facility Effective Date. (c) The representations and warranties of 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, each other Loan Party contained in each case substantially in the form Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects on and as of the Incremental Term Loan C Facility Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective opinions delivered dates. (d) No Default or Event of Default shall exist on the Closing Date Incremental Term Loan C Facility Effective Date, or would result from the borrowing of the Incremental Term Loans C or from the application of the proceeds thereof. (e) The Incremental Term Loan C Facility Arranger shall have received all other fees and other amounts due and payable to them on or prior to the Incremental Term Loan C Facility Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party under the Credit Agreement or under any engagement letter entered into in connection with the Incremental Term Loan C Facility. (f) Each Loan Party shall have entered into a written instrument reasonably satisfactory to the Incremental Term Loan C Facility Arranger pursuant to Section 4.01(a)(vi) which it confirms that it consents to this Amendment and the Incremental Term Loans C and that the Security Documents to which it is party will continue to apply in respect of the Credit Agreement; (v) a solvency certificate from , as amended hereby, and the chief financial officer Obligations 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 such 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 AgreementParty.

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 as of the date (the “Incremental Amendment No. 1 Agreement 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 Amendment executed and delivered by a duly authorized officer of each Agreement that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrower, (iii) each other Loan Guarantor, (iv) the Required Lenders and (v) each Incremental Lender; (b) the Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Agreement and restatement of the Second Restated Credit Agreement and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Agent; (c) the Agent shall have received a legal opinion of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, (ii) Young Xxxxxxx Stargatt & Xxxxxx, LLP, counsel to the Administrative Agent Borrower, Holdings, XxxxxxxxXxxxxxx.xxx, LLC and NM Financial Services, Inc. and (iii) K&L Gates LLP, counsel to NM Nevada Trust and NMGP, LLC, in each case, addressed to the New 2014 Term LendersLenders and the Agent under the Second Restated Credit Agreement, dated the Agreement Effective Date, and in form and substance reasonably satisfactory to the Agent, and the Loan Parties hereby request each such counsel to deliver such opinion; (bd) after giving effect to this Agreement (including the proviso in Section 5 above), (i) the representations and warranties of Holdings, the Borrower and the Loan Guarantors set forth in Article III of the Second Restated Credit Agreement and each other Loan Document shall be true and correct in all material respects as of the Agreement Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date and (ii) no Default or Event of Default shall have paid occurred and be continuing, and the Agent shall have received a certificate dated the Agreement Effective Date and signed by the chief financial officer of the Borrower certifying as to the foregoing; (e) the Agent, the arrangers of this Agreement and the Lenders, as applicable, shall have received payment of all fees and other amounts due and payable on or prior to the Arranger pursuant Agreement Effective Date and, to that certain engagement letterthe extent invoiced at least two Business Days prior to the Agreement Effective Date, dated as reimbursement or payment 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 costs and expenses required to be reimbursed or paid by the Borrower hereunder 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 Dateany other Loan Document; (df) 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) received 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 certifying that Holdings and its Subsidiaries, dated on a consolidated basis after giving effect to this Agreement, are solvent (within the meaning of Section 3.13 of the Second Restated Credit Agreement); (g) the Senior Secured Asset-Based Revolving Credit Agreement shall have been amended to permit the making of the Incremental Amendment No. 1 Loans (constituting “Term Loan Pari Passu Lien Obligations” thereunder) and (to the extent required) the other transactions contemplated hereby, and the Agent shall have received satisfactory evidence as to the effectiveness of such amendment; (h) the Incremental Lenders shall have received, to the extent reasonably requested at least three Business Days in advance of the Agreement Effective Date, substantially in the form of Exhibit G all documentation and other information with respect to the Credit AgreementBorrower and the other Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (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 (fi) the incurrence of the New 2014 Initial Term Loans on Agent shall have received a Borrowing Request with respect to the Incremental Amendment No. 1 Effective Date shall comply with Loans setting forth the requirements of information specified in Section 2.12 of the Credit Agreement.2.03

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 Parties, each Amending Bank and (ii) the Administrative Agent and (iii) Required Banks under the New 2014 Term LendersExisting 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, Fulbright & Xxxxxxxx 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), (e) 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 required to be paid in the respective amounts heretofore mutually agreed in writing, if anyand all expenses required to be reimbursed pursuant to the terms of the Existing Credit Agreement and for which invoices have been presented, requesting at least one (1) business day prior to the sameThird 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 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 First 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) date hereof, subject to the receipt by the Agent of this First Amendment duly and properly authorized, executed and delivered by the respective parties hereto (such date being referred to as the "Effective Date"). This First Amendment shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when upon satisfaction of each of the following conditions shall have been satisfiedconditions: (a) the Administrative Agent This First Amendment shall have received counterparts of this Incremental Amendment been 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 Lendersrespective parties hereto; (b) the Borrower The New U.S. Subsidiaries shall have paid all fees due executed and payable delivered to the Arranger pursuant Agent allonges to that certain engagement letter, dated the Notes reflecting their addition as Borrowers described in ss.2 of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCthis First Amendment; (c) the Administrative Agent and the Arranger The New U.S. Subsidiaries shall have received all reasonable and documented costs and expenses required delivered to be paid or reimbursed under Section 10.04 the Agent certified copies of corporate resolutions of each of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior New U.S. Subsidiaries satisfactory to the Incremental Agent authorizing this First Amendment No. 1 Effective Dateand all related documents; (d) Each of E. L. Xxxxxx & Company, Inc., Shanco Corporation and Xxxxxxxx-Xxxxxx Co., Inc. shall have delivered to the representations and warranties set forth in Section 5 hereof shall be true and correct;Agent copies of certificates and/or plans of merger filed with its charter or other incorporation documents, certified by the Secretary of State of each of their jurisdictions of incorporation; and (e) The Parent, Xxxxxxxx-Xxxxxx Co., Inc., Latlink Corporation, MasTec International, Inc., Wilde Acquisition Co., Inc., Wilde Holding Co., Inc. and Aidco, Inc. (the Administrative Agent "Pledgors") and the New U.S. Subsidiaries 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 to the Borrower Agent a First Amendment to U.S. Stock Pledge Agreement and the Pledgors shall have delivered any and all stock certificates representing shares of stock 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 U.S. Subsidiaries to the Incremental Amendment No. 1 Effective Date shall comply Agent, together with the requirements of Section 2.12 of the Credit Agreementundated stock powers related thereto.

Effectiveness. This Incremental Amendment, and the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan to Third Amendment shall be made by it pursuant to Section 2(a)(i) hereof, shall become effective on the date when all of the following have been received by Administrative Agent (the “Incremental Third 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 Third Amendment executed and delivered by a duly authorized officer of each of (i) the Loan PartiesBorrower, (ii) the Administrative Agent Agent, and (iii) the New 2014 Term Lenderseach Lender; (b) a certificate of the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as secretary or other officer of June 3, 2014 (the “Engagement Letter”), among each of the Borrower, the Arranger Parent and TPG Capital BD, LLC; (c) the Administrative Agent and the Arranger shall have received all reasonable and documented costs and expenses required PBE certifying as 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 Borrower’s, Parent’s or PBE’s, as applicable, board of directors or other appropriate governing body, as applicable, of each Loan Party (or a duly authorized committee thereof) body approving and 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 hereunderThird Amendment; (ivc) the Notes for each Lender requesting a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, Note executed 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 AgreementBorrower; (vd) a solvency certificate from the chief financial officer one fully executed copy of an amended and restated version of the BorrowerGuaranty and Security Agreement together with the Pledged Stock (as defined therein), dated the Incremental Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Credit Agreementextent such Pledged Stock is certificated and has not previously been delivered, with appropriate undated stock powers executed in blank (to the extent relevant under Applicable Law); (vie) one fully executed copy of a Term Note duly executed and delivered negative pledge agreement by the Borrower Artwork Holdings in favor of each New 2014 Administrative Agent; (f) a copy of the duly recorded UCC-1 financing statement, with Parent, as debtor, and the Administrative Agent as secured party; (i) a commitment fee, for the ratable benefit of the Lenders, in the amount of $130,000 (the “Commitment Fee”), (ii) an amendment fee, for the ratable benefit of the Lenders, in the amount of $160,206.23 (the “Amendment Fee” together with the Commitment Fee, the “Fees”), which such Fees shall be deemed fully earned upon payment and shall be non- refundable (in whole or in part) in all respects and (iii) the reasonable and documented out-of- pocket costs and expenses (including the reasonable legal fees and disbursements of Administrative Agent’s legal counsel) in connection with the preparation and negotiation of this Third Amendment (together with the Fees, the “Costs and Expenses”); which such Costs and Expenses shall be deducted from the 2017 Term Lender, if any, requesting Loan advanced on the sameThird Amendment Effective Date. (h) such other documentation as the Administrative Agent may reasonably request; (i) confirmation from the Borrower that the representations and warranties contained in Section 4 hereof are true and correct; and (viij) a Committed Loan Notice in accordance with Section 2.02(a) of confirmation from Sidley Austin LLP, counsel for the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Administrative Agent, that all legal matters incident to this Third Amendment No. 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementare satisfactory to Sidley Austin LLP.

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, First Amendment shall become effective on as of the date (the “Incremental First Amendment No. 1 Effective Date”) when each of on which the following conditions shall have been satisfied: (a) 1. the Administrative Agent shall have received counterparts copies of signature pages to this Incremental Amendment First Amendment, duly executed and delivered (including by a duly authorized officer way of each of (ifacsimile or other electronic transmission) by the Administrative Agent, the Loan Parties, (ii) Parties and the Administrative Agent and (iii) the New 2014 Term Required Lenders; (a) no Default shall have occurred and be continuing on the First Amendment Effective Date or would occur after giving effect to this First Amendment and (b) both immediately before and after giving effect to this First Amendment, each of the representations and warranties made by any Loan Party set forth in Article III of the Credit Agreement or in any other ABL Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date); 3. 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 its Affiliates, all costs, fees and expenses (including legal fees and expenses of Sxxxxxxx Ronon Sxxxxxx & Yxxxx, LLP) owing in connection with this First Amendment and the Arranger shall have received all reasonable and documented other ABL Loan Documents to the extent invoiced (in the case of 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 expenses) at least one Business Days Day prior to the Incremental First Amendment No. 1 Effective Date;; and (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) 4. 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 received true and correct copies of the certificates delivered on the Closing Date pursuant First Amendment 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 Term 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 (including by way of facsimile or other electronic transmission) by the Borrower in favor of each New 2014 Term LenderLoan Administrative Agent, if any, requesting the same; and (vii) a Committed lenders party thereto and the 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 AgreementParties party thereto.

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 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 “Second Amendment Effective Date”): (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 The Administrative Agent shall have received: (i) a executed counterparts of this Amendment from the Borrower and each other Loan Party; (ii) executed Lender Addenda from the Lenders constituting Required Lenders; (iii) the certificates of good standing and certificate or articles of formation or organization of each Loan Party, dated certified as of a recent date by the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers Secretary 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 State of the state of formation or organization of each Loan Party, as applicable; (iiib) a copy Each of the resolutions of the board of directors or other governing body, as applicable, representations and warranties of each Loan Party set forth in Section 4 of the Amended Credit Agreement and each other Loan Document is true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Second Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date; (c) No Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date; (d) The Administrative Agent shall have received a duly authorized committee thereof) authorizing (a) certificate, dated the execution, delivery Second Amendment Effective Date and performance of this Incremental Amendment (and any agreements relating thereto) to which it is signed by a party and (b) in the case Responsible Officer of the Borrower, the borrowings confirming satisfaction of the New 2014 Term Loans contemplated hereunder; (ivconditions set forth in Sections 3(b) 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)(vi3(c) 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 samethis Amendment; and (viie) a Committed Loan Notice in accordance with Section 2.02(a) of All fees and expenses due to the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans Administrative Agent required to be paid on the Incremental Second Amendment No. 1 Effective Date shall comply with have been paid, including a fee to the requirements Administrative Agent, for the ratable account of each Lender delivering a Lender Addendum hereto (each, a “Consenting Lender”) in an amount equal to 0.05% of the sum of the aggregate amount of Revolving Commitments and aggregate outstanding principal amount of Revolving Loans held by such Consenting Lender immediately prior to the Second Amendment Effective Date. Without limiting the generality of the provisions of Section 2.12 9.3 of the Credit AgreementAgreement for purposes of determining compliance with the conditions specified in this Section 3, each 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 Lender prior to the proposed Second Amendment Effective Date specifying 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, shall Amendment will become effective on upon the date (the “Incremental Amendment No. 1 2 Effective Date”) when on which each of the following conditions shall have has been satisfiedsatisfied or waived in accordance with Section 10.01 of the Credit Agreement: (a) a. the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of from (i) the Loan PartiesBorrower, (ii) each Lender whose Term Commitment set forth on the Administrative Agent Revised Commitment Schedule exceeds its Term Commitment immediately prior to giving effect to the Amendment and (iii) the New 2014 Term LendersLenders collectively representing the Required Lenders immediately prior to giving effect to the Amendment, an executed counterpart of this Amendment (or photocopies thereof sent by fax, pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original); b. The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Amendment No. 2 Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment No. 2 Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders party hereto: (i) Notes executed by the Borrower in favor of any Lender, to the extent requested by such Lender; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which the Borrower is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed and is validly existing, in good standing and qualified to engage in business in Delaware and California; (iv) a favorable opinion of Cravath, Swaine & Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent or the Lenders party hereto may reasonably request; and (v) a certificate of a Responsible Officer of the Borrower certifying (A) that the representations and warranties of the Borrower contained in Article V of the Credit Agreement (excluding, however, Sections 5.12 and 5.13) and contained in each other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any representation or warranty qualified by reference to materiality or Material Adverse Effect, in all respects) on and as of the Amendment No. 2 Effective Date (provided that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement), (B) if any Debt Ratings are then in effect, the current Debt Ratings, and (C) that no Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Amendment or any other Loan Document. c. Any fees required to be paid on or before the Amendment No. 2 Effective Date, including pursuant to that certain Fee Letter, dated as of June 11, 2018, by and among the Borrower and Xxxxxxx Sachs Bank USA, shall have been paid; d. Unless waived by the Administrative Agent, the Borrower shall have paid all fees due fees, charges and payable disbursements of counsel 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 (directly to such counsel if requested by the Arranger shall have received all reasonable and documented costs and expenses required Administrative Agent) to be paid or reimbursed under Section 10.04 of the Credit Agreement or the Engagement Letter for which invoices have been presented extent invoiced at least three Business Days prior to the Incremental Amendment No. 1 2 Effective Date; Date (d) or such later date as agreed by 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 PartyBorrower), dated the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers plus such additional amounts of such Loan Partyfees, substantially in charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the form closing proceedings (provided that such estimate shall not thereafter preclude a final settling 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, 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 sameAdministrative Agent); 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, Agreement shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each of the following conditions shall have been satisfied: (a) on which the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered the following documents or other items, each dated the Effective Date unless otherwise indicated: (a) receipt by a duly authorized officer of each of (i) the Loan Parties, (ii) the Administrative Agent and of counterparts hereof signed by each of the parties hereto (iii) or, in the New 2014 Term Lenderscase 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); (b) receipt by the Borrower shall have paid all fees due and payable to Administrative Agent for the Arranger pursuant to account of each Bank that certain engagement letter, has requested a Note of a duly executed Note dated as on or before the Effective Date complying with the provisions of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCSection 2.05; (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 hereto, 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, Xxxxx & LeBoeufHunton & Xxxxxxxx LLP, subject to customary assumptions, qualifications and limitations; (d) 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 FundingRelations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of the Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance; (e) receipt by the Administrative Agent, with a copy for each Bank, 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 Agreement are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it; (f) evidence satisfactory to the Administrative Agent that arrangements have been made for payment in full of all amounts owed under the Prior 5-Year Credit Agreement; (vig) a Term Note duly executed and delivered receipt by the Borrower Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank Party of all fees required to be paid in favor of each New 2014 Term Lenderthe respective amounts heretofore mutually agreed, if anyand all expenses for which invoices have been presented, requesting on or before the sameEffective Date; and (viih) a Committed Loan Notice in accordance with Section 2.02(a) receipt by the Administrative Agent of all documents the Required Banks 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 Agreement and the Notes, and any other matters relevant hereto, 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 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, Second Amendment shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) when each -------------- only upon satisfaction of the following conditions shall have precedent on or prior to January 31, 1997 (the first date upon which each such condition has been satisfied:satisfied being herein called the "Second Amendment Effective Date"): ------------------------------- (a) the The Administrative Agent shall have received duly executed counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (i) this Second Amendment which, when taken together, bear the Loan Partiesauthorized signatures of the Borrower, the Parent and the Lenders and (ii) the Administrative Agent Release and (iii) Agreement, in the New 2014 Term Lenders; (b) form of Exhibit A hereto, which, when taken together, bear the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as --------- authorized signatures of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger Parent, IMSAMET, Imsamet of Utah, III, TDS and TPG Capital BD, LLC;the Administrative Agent. (ci) 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 shall be 1.07 are true and correct;correct on and as of the Second Amendment Effective Date, (ii) no Default or Event of Default has occurred or is continuing and (iii) there shall not be any action pending or any judgment, order or decree in effect which is likely to restrain, prevent or impose materially adverse conditions upon performance by any Loan Party of its obligations under the Loan Documents. (ec) The Borrower shall have paid in full all fees and expenses accrued and payable as of the Second Amendment Effective Date under the Credit Agreement and under the Fee Letter. (d) The Borrower shall have paid to 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 100% of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) Net After-Tax Cash Proceeds of the Credit Agreement (together with sale of the attachments described therein); (ii) a certificate common stock of good standing (IMSAMET, which proceeds shall be distributed 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 Lenders in accordance with Section 2.02(aSections 2.6(d) 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 and 2.13 of the Credit Agreement. (e) The Administrative Agent shall have received from each of the Guarantors duly executed Consents, in the form attached hereto as Exhibit B, --------- which bear the authorized signatures of such Guarantors. (f) The Administrative Agent shall have received an opinion of counsel to the Borrower, the Parent and the other Loan Parties in form and substance satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received such other documents, legal opinions, instruments and certificates as it shall reasonably request and such other documents, legal opinions, instruments and certificates shall be satisfactory in form and substance to the Administrative Agent and its counsel. All corporate and other proceedings taken or to be taken in connection with this Second Amendment and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in form and substance to the Administrative Agent and its counsel.

Effectiveness. This Incremental The amendments set forth in Sections 2 and 3 shall be effective only if the Administrative Agent has received, on or before the date of this 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 satisfiedfollowing, each in form and substance acceptable to the Administrative Agent in its sole discretion: (a) this Amendment, duly executed by 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 Lendersparties hereto; (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 secretary or other appropriate officer of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement Borrower certifying that (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 (ai) the execution, delivery and performance of this Incremental the Amendment (and any agreements relating thereto) to which it is a party and (b) in Documents were duly approved by all necessary action of the case Governing Board of the Borrower, the borrowings and attaching true and correct copies of the New 2014 Term Loans contemplated hereunder; applicable resolutions granting such approval; (ivii) a customary legal opinion the Organizational Documents of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPthe Borrower, special New York counsel which were certified and delivered to Holdings, the Administrative Agent by the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel pursuant 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 Certificate of Secretary 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 Borrower, executed by The Andersons, Inc., as manager of the Borrower, dated as of October 1, 2019 (the Incremental Amendment No. 1 Effective Date“October 2019 Certificate”), substantially continue in full force and effect and have not been amended or otherwise modified except as set forth in the form certificate to be delivered as of Exhibit G the date hereof; and (iii) except as certified therein, the officers and agents of the Borrower who have been certified to the Credit AgreementAdministrative Agent pursuant to the October 2019 Certificate and the Certificate of Secretary of the Borrower, executed by The Andersons, Inc., as manager of the Borrower, dated July 17, 2020, as being authorized to sign and to act on behalf of the Borrower continue to be so authorized or setting forth the sample signatures of each of the officers and agents of the Borrower authorized to execute and deliver this Amendment and all other documents, agreements and certificates on behalf of the Borrower; (vic) a Term Note duly executed payment in immediately available funds of all fees and delivered by expenses due and payable pursuant to Section 9 hereof to the Borrower in favor of each New 2014 Term Lender, if any, requesting extent invoiced on or 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 The waivers set forth in Section 2(a)(i) hereof, 1 above shall become effective on as of the date hereof (the “Incremental Amendment No. 1 "Effective Date”) when each "), subject to satisfaction of the following conditions shall have been satisfied:(unless waived in writing by the Administrative Agent or the requisite Lenders pursuant to the Credit Agreement, as the case may be): (a) receipt by 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 receivedof: (i) a certificate counterparts of each Loan Party, dated the Incremental this Amendment No. 1 Effective Date, and Waiver fully executed by two Responsible Officers of such Loan Party, substantially in the form of Borrowers and the certificates delivered on the Closing Date requisite Lenders pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein)Agreement; (ii) a certificate of good standing (to the extent such concept exists) from the applicable secretary of state counterpart of the state Reaffirmation 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 DateDocuments, substantially in the form of Exhibit G 2 hereto, fully executed by each --------- Loan Party; and (iii) such other documents as the Administrative Agent or any Lender may reasonably request; (b) all legal matters in connection with this Amendment and Waiver, the Credit Agreement and the other Loan Documents shall be reasonably satisfactory to Clifford Chance Rogers & Xxxxx XXP, xounxxx xor the Administrative Agent; (c) in immediately available funds, payment of all outstanding amounts that have been invoiced by or on behalf of the Administrative Agent and unpaid as of the date hereof with respect to all reimbursable fees, charges or expenses payable in accordance with the terms and provisions of the Credit Agreement and the other Loan Documents, including, without limitation, all Attorney Costs of Clifford Chance Rogers & Xxxxx XXP, counsxx xxx the Administrative Agent, all fees and disbursements of FTI Policano & Manzo, financixx xxxxxor xx xxch counsel, and all amounts due and payable pursuant to Section 8.5; and (d) upon the effectiveness of this Amendment and Waiver, (i) the representations and warranties in this Amendment and Waiver are true and correct in all material respects on and as of the Effective Date, (ii) no Event of Default shall have occurred and be continuing and (iii) no Unmatured Event of Default shall occur or be continuing. The amendment set forth in Section 3 hereof shall be effective upon and subject to both satisfaction of the conditions set forth in the preceding sentence and receipt by the Administrative Agent of a Consent in the form of Exhibit 1 hereto signed by each Tranche B Term Lender. The failure of the amendment set forth in Section 3 hereof to become effective shall not limit the effectiveness of the other provisions of this Amendment and Waiver. Except as provided in Section 9 below, this Amendment and Waiver shall be of no force and effect if the preceding conditions have not been satisfied by June 14, 2002. For purposes of determining compliance with the conditions specified in this Section 6, each Lender that has executed this Amendment and Waiver shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent and the requisite Lenders pursuant to the Credit Agreement; , but excluding (vi) a Term Note duly unless such Lender shall have actually 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 Consent in the form of the New 2014 Initial Term Loans on the Incremental Amendment No. Exhibit 1 Effective Date shall comply with the requirements of Section 2.12 of the Credit Agreementhereto.

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 upon which each of the following conditions shall have has been satisfied: (a) the Administrative Agent or Xxxxx Fargo Securities, LLC (“Xxxxx Fargo Securities”), as applicable, shall have received received (i) counterparts of this Incremental Amendment executed by Holdings, the Borrower, the Subsidiary Guarantors, the Required Lenders and delivered by a duly authorized officer of each of (i) the Loan Parties, Administrative Agent; (ii) a duly executed copy of the Media General Merger Agreement (together with duly executed copies of any other agreements entered into by Holdings or any of its Subsidiaries in connection with the Media General Merger as of the date of this Amendment and all schedules, exhibits, annexes to the Media General Merger Agreement or such other agreements), certified by a Responsible Officer of Holdings to be a true and correct; (iii) a duly executed copy of that certain letter agreement, dated as of June 5, 2013, among Media General, Inc., BH Finance LLC and the lenders party to that certain Credit Agreement, dated as of May 17, 2012, among Media General, Inc., as borrower, BH Finance LLC, as administrative agent, and the lenders party thereto; (iv) such other instruments, documents and certificates as the Administrative Agent shall reasonably request prior to the date of this Amendment in connection with the execution of this Amendment; (v) payment to each Consenting Lender who delivers an executed counterpart to this Amendment to the Administrative Agent (or its counsel) prior to 12:00 p.m. (Eastern) on June 4, 2013, of an amendment fee in an amount equal to 0.125% times the sum of the (A) Revolving Credit Commitment of such Consenting Lender and (iiiB) outstanding principal amount of the New 2014 Term Lenders;Loans held by such Consenting Lender; and (vi) payment of all documented fees, costs and expenses set forth in Section 7 of this Amendment. (b) the Borrower Administrative Agent shall have paid received the proposed pro forma capital and ownership structure and management structure (including the pro forma composition of the board of directors) of Media General Merger Parent and Holdings, and all fees due equity holding arrangements and payable to the Arranger pursuant to that certain engagement letter, dated agreements relating thereto as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLC;date of this Amendment; and (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 updated projections prepared 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 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 date of this Incremental Amendment (by management of Holdings of balance sheets, income statements and any agreements relating thereto) to which it is a party and (b) in cash flow statements for each year during 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) term of the Credit Agreement; , certified by a Responsible Officer of Holdings as being prepared in good faith based upon assumptions that are believed by Holdings to be reasonable at the time prepared and at the time furnished (v) a solvency certificate it being understood that the projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ significantly 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 projected results 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 Agreementsuch differences may be material).

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, Amendment No. 8 shall become effective on and as of the date (such date the “Incremental Amendment No. 1 8 Effective Date”) when each of the following conditions on which: i. this Amendment No. 8 shall have been satisfied:executed and delivered by (A) the Borrower, (B) the Guarantors, (C) the New Term Loan Lenders, (D) the Lenders constituting the Requisite Lenders under Section 10.5 of the Credit Agreement (the “Existing Lenders”), (E) each Initial Extending Tranche A Term Loan Lender and (F) the Administrative Agent; (a) ii. the Administrative Agent shall have received counterparts from the Borrower reimbursement for all reasonable and invoiced out-of-pocket fees and expenses owed to the Administrative Agent in connection with this Amendment No. 8 and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of this Incremental Amendment executed and delivered counsel; iii. the Administrative Agent shall have received an officers’ certificate from the Borrower including a representation by a duly authorized officer Responsible Officer that (A) no Default or Event of each Default exists and is continuing on the date hereof and (B) all representations and warranties contained in the Credit Agreement and in this Amendment No. 8 are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects); iv. the Administrative Agent shall have received the following legal opinions and documents: originally executed copies of the favorable written opinions of (iA) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel to the Loan Credit Parties, (iiB) Chancery Xxxxxxxx, special Barbados counsel to the Credit Parties, (C) Norton Xxxx Xxxxxxxxx Canada LLP, special Canadian counsel to the Credit Parties, (D) Xxxxx & XxXxxxxx, special Luxembourg counsel to the Credit Parties, (E) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to the Credit Parties, (F) Xxxxxx Xxx, special Ireland counsel to the Credit Parties, (G) Xxxxx & XxXxxxxx, special Switzerland counsel to the Credit Parties, (H) Xxxxxxx LLP, special Maryland counsel to the Credit Parties, (I) Souza, Cescon, Barrieu & Xxxxxx Advogados, special Brazil counsel to the Credit Parties, (J) Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxx sp.k., special Poland counsel to the Credit Parties, and (K) Xxxx Xxxxxx Sutkiene, special Lithuania counsel to the Credit Parties together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this Amendment No. 8; v. the Administrative Agent shall have received for the ratable account of (A) each Initial Extending Tranche A Term Loan Lender a fee equal to 0.15% of the aggregate principal amount (or such lesser fee as such Initial Extending Tranche A Term Loan Lender 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 agreed as of June 3, 2014 the date of this Amendment No. 8) of the Initial Exchanged Series A-3 Tranche A Term Loans to be made by such Initial Extending Tranche A Term Loan Lender as of the Amendment No. 8 Effective Date and (B) each New Term Loan Lender a fee equal to 0.25% of the “Engagement Letter”), among aggregate principal amount (or such lesser fee as such New Term Loan Lender and the Borrower, Borrower shall have agreed as of the Arranger and TPG Capital BD, LLC;date of this Amendment No. 8) of the Series A-3 Tranche A Term Loans (which for the avoidance of doubt shall not include any Exchanged Series A-3 Tranche A Term Loans) to be made by such New Term Loan Lender as of the Amendment No. 8 Effective Date; and (c) vi. 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 executed Funding Notice from the Credit Agreement or the Engagement Letter for which invoices have been presented three Borrower by not later than 12:00 p.m. (New York City time) two Business Days prior to the Incremental Amendment No. 1 8 Effective Date with respect to the Series A-3 Tranche A Term Loans. b. The Subsequent Lender Election of each Subsequent Extending Tranche A Term Loan Lender shall become effective on and as of the date (such date the “Subsequent Tranche A Term Loan Extension Effective Date;”) on which: (d) the representations and warranties set forth in Section 5 hereof shall be true and correct; (e) i. the Administrative Agent shall have received: (i) a certificate received the executed Subsequent Lender Election of each Subsequent Extending Tranche A Term 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)Lender; (ii) a certificate of good standing (. the Administrative Agent shall have received from the Borrower reimbursement for all reasonable and invoiced out-of-pocket fees and expenses owed 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) Administrative Agent 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 connection with Section 2.02(a) of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Subsequent Exchanged Series A-3 Tranche A Term Loans and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of counsel; iii. the Administrative Agent shall have received an officers’ certificate from the Borrower including a representation by a Responsible Officer that (A) no Default or Event of Default exists and is continuing on the Incremental Subsequent Tranche A Term Loan Extension Effective Date and (B) all representations and warranties contained in the Credit Agreement and in this Amendment No. 1 8 are true and correct in all material respects on and as of the Subsequent Tranche A Term Loan Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects); iv. the Administrative Agent shall have received the following legal opinions and documents: originally executed copies of the favorable written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel to the Credit Parties, opinions of counsel in such jurisdictions as the Administrative Agent shall reasonably request and other documents reasonably requested by Administrative Agent in connection with the Subsequent Exchanged Series A-3 Tranche A Term Loans; v. the Administrative Agent shall have received for the ratable account of each Subsequent Extending Tranche A Term Loan Lender a fee equal to 0.15% of the aggregate principal amount (or such lesser fee as such Subsequent Extending Tranche A Term Loan Lender and the Borrower shall have agreed as of the Subsequent Tranche A Term Loan Extension Effective Date) of the Subsequent Exchanged Series A-3 Tranche A Term Loans of such Subsequent Extending Tranche A Term Loan Lender; and vi. the Administrative Agent shall have received an executed Funding Notice from the Borrower by not later than 12:00 p.m. (New York City time) two Business Days prior to the Subsequent Tranche A Term Loan Extension Effective Date shall comply with respect to the requirements of Section 2.12 of the Credit AgreementSeries A-3 Tranche A Term 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, Amendment 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: (a) receipt by the Administrative Agent shall have received counterparts of an executed original of this Incremental Amendment executed by the Borrower, the Guarantors and delivered by a duly authorized officer of each of the Required Lenders (i) the Loan Parties, (ii) or the Administrative Agent on behalf of and (iii) at the New 2014 Term direction of the Required Lenders); (b) receipt by the Borrower shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letter, dated as Administrative Agent of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCa duly executed Term Note for each Lender which has requested a Term Note; (c) receipt by the Administrative Agent (in form and the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed under Section 10.04 substance reasonably satisfactory thereto) of a certificate of the Credit Agreement secretary or assistant secretary of 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: Borrower (i) containing a certificate of each Loan Party, dated representation that the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers of such Loan Party, substantially partnership agreement provided in connection with the form of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Initial Credit Agreement (together with the attachments described therein); remains unchanged, (ii) a certificate of good standing (to attaching resolutions duly adopted by the extent such concept exists) from the applicable secretary of state respective governing body of the state of organization of each Loan Party; (iii) a copy of the resolutions of the board of directors or other governing bodyBorrower authorizing, 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 Term Notes and approving the transactions contemplated hereby and (iii) attaching a certificate as of a recent date of the good standing of the Borrower from its jurisdictions of organization; (d) receipt by the Administrative Agent (in form and substance reasonably satisfactory thereto) of a legal opinion of counsel to which it is a party the Borrower addressed to the Administrative Agent and (b) in the case of Lenders with respect to the Borrower, this Amendment and such other matters as the borrowings of the New 2014 Term Loans contemplated hereunderAdministrative Agent shall reasonably request; (ive) a customary legal opinion the payment of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, the Borrower all outstanding fees 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 expenses of the respective opinions Administrative Agent (including without limitation, legal fees and expenses) incurred in connection with the preparation and negotiation of this Amendment and all documents, certificates and other instruments delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreementin connection therewith; (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 receipt by the Borrower of the New 2014 Initial Term Loans on net proceeds from the Incremental Amendment No. 1 Effective Date shall comply issuance of at least $250,000,000 principal amount of new senior notes by the Parent (the "2005 Senior Notes") (either prior to or contemporaneously with the requirements funding of Section 2.12 all or part of the Term Loan Facility), on terms and conditions substantially similar to the existing senior notes of the Parent issued pursuant to the indenture dated as of December 23, 2003; (g) the issuance by the Borrower of an irrevocable written notice to prepay the Senior Notes and all Refinancing Notes (collectively, the "Redeemed Notes"), including any accrued and unpaid interest and make-whole or premium payments required thereunder, pursuant to the terms of the Senior Note Agreement and Refinancing Note Agreement, as applicable, and otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (h) the prepayment by the Borrower of at least $297,500,000 principal amount of Redeemed Notes (either prior to or contemporaneously with the funding of all or part of the Term Loan Facility), pursuant to the terms of the Senior Note Agreement and Refinancing Note Agreement, as applicable, and otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (i) receipt by the Borrower of all necessary approvals, authorizations and consents, if any be required, of any Person, including, without limitation, board approvals of the Parent and the General Partner, as applicable, and of all Governmental Authorities and courts having jurisdiction with respect to the transactions contemplated by this Agreement; (j) no material adverse change shall have occurred since September 25, 2004 in the business, properties, operations, condition (financial or otherwise) or prospects of the Borrower and its subsidiaries taken as a whole and no Default or Event of Default shall exist or would exist under the Amended Credit AgreementAgreement after giving effect to this Amendment; (k) with respect to the Borrower or any of its Subsidiaries, no (i) pending or threatened litigation exists that, if adversely determined, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (ii) injunction, order or claim that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (l) delivery by the Borrower of all financial statements (including, without limitation, financial projections) requested by the Administrative Agent and in form and substance reasonably satisfactory thereto. In the event the conditions precedent set forth above are not met prior to the date that is eleven (11) Business Days following the date the 2005 Senior Notes are priced, this Amendment shall not become effective and shall be of no force and effect.

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 No. 7 shall become effective on and as of the date (such date the “Incremental Amendment No. 1 7 Effective Date”) when each of the following conditions shall have been satisfiedon which: (a) this Amendment No. 7 shall have been executed and delivered by (A) the Borrower, (B) the Guarantors, (C) the New Term Loan Lenders, (D) the Lenders constituting the Requisite Lenders under Section 10.5 of the Credit Agreement (the “Existing Lenders”) and (E) the Administrative Agent; (b) the Administrative Agent shall have received counterparts of this Incremental Amendment executed from the Borrower reimbursement for all reasonable and delivered by a duly authorized officer of each of (i) the Loan Parties, (ii) invoiced out-of-pocket fees and expenses owed to the Administrative Agent in connection with this Amendment No. 7 and (iii) the New 2014 Term Lenders; (b) transactions contemplated hereby, including the Borrower shall have paid all fees due reasonable fees, charges and payable to the Arranger pursuant to that certain engagement letter, dated as disbursements of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger and TPG Capital BD, LLCcounsel; (c) the Administrative Agent and the Arranger shall have received an officers’ certificate from the Borrower including a representation by a Responsible Officer that (i) no Default or Event of Default exists and is continuing on the date hereof and (ii) all reasonable representations and documented costs and expenses required to be paid or reimbursed under Section 10.04 of warranties contained in the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental and in this Amendment No. 1 Effective Date; (d) 7 are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties set forth specifically refer to an earlier date, in Section 5 hereof which case they shall be true and correct;correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects); and (ed) the Administrative Agent shall have received: received the following legal opinions and documents: originally executed copies of the favorable written opinions of (i) a certificate of each Loan PartySkadden, dated the Incremental Amendment No. 1 Effective DateArps, executed by two Responsible Officers of such Loan PartySlate, substantially in the form of the certificates delivered on the Closing Date pursuant Xxxxxxx & Xxxx LLP, U.S. counsel to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described therein); Parties, (ii) a certificate of good standing (Chancery Xxxxxxxx, special Barbados counsel to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party; Credit Parties, (iii) a copy of Norton Xxxx Xxxxxxxxx Canada LLP, special Canadian counsel to the resolutions of the board of directors or other governing bodyCredit Parties, 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 Xxxxx & XxXxxxxx, special Luxembourg counsel to the Credit Parties, (wv) Xxxxxxx Xxxx & Xxxxxxx & Xxxxxxxx LLPLimited, special New York Bermuda counsel to Holdings, the Borrower and its SubsidiariesCredit Parties, (xvi) BeneschXxxxxx Xxx, Friedlanderspecial Ireland counsel to the Credit Parties, Xxxxxx (vii) Xxxxx & XxXxxxxx, special Switzerland counsel to the Credit Parties, and (viii) Xxxxxxx LLP, special Ohio Maryland 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 BorrowerParties, dated the Incremental together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this 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 Agreement7.

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 upon which each of the following conditions shall have has been satisfied:satisfied (the “Fourth Amendment Effective Date”): (a) the The Administrative Agent shall have has received counterparts of this Incremental Amendment duly executed and delivered by a duly authorized officer on behalf of each of (i) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders;Lender, each Existing Lender, each Swingline Lender, each Issuing Bank and the Borrower. (b) the The Borrower shall have paid all fees due and payable delivered to the Arranger pursuant to that certain engagement letterAdministrative Agent, a certificate of the Borrower dated as of June 3, 2014 (the “Engagement Letter”), among Fourth Amendment Effective Date and executed by a responsible officer of the Borrower, the Arranger certifying that, before and TPG Capital BDafter giving effect to this Amendment, 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; (di) the representations and warranties set forth contained 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) Article III of the Credit Agreement (together with are true and correct on and as of the attachments described therein); (ii) a certificate of good standing (Fourth Amendment Effective Date, except to the extent such concept existsrepresentations and warranties specifically refer to an earlier date (in which case, the Borrower shall certify that the such representations and warranties were true and correct on and as of such earlier date), (ii) from the applicable secretary no Default or Event of state of the state of organization of each Loan Party; Default exists or will exist, and (iii) no Material Adverse Change has occurred or is continuing. (c) The Administrative Agent (or its counsel) shall have received a copy certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) certified copies of the resolutions of the board Board of directors Directors or other governing body, as applicable, the Executive Committee of each Loan Party (or a duly authorized committee thereof) the Directors of the Borrower authorizing (a) the execution, delivery and performance of this Incremental Amendment and the extension of the Maturity Date effected hereby, (ii) the officers of the Borrower (A) who are authorized to sign this Amendment and any agreements relating thereto) each other Loan Document to which it the Borrower is a party and (bB) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the case Credit Agreement and the transactions contemplated thereby, (iii) specimen signatures of such authorized officers, and (iv) the certificate of incorporation and by-laws or other applicable organizational documents of the Borrower (in each case, together with all amendments thereto, if any), certified as being true and complete. (d) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Fourth Amendment Effective Date) of Xxxxxx & Xxxxxx LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion. (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Fourth Amendment Effective Date) of a deputy general counsel or the general counsel of the Borrower, in form and substance reasonably satisfactory to the borrowings of the New 2014 Term Loans contemplated hereunder;Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion. (ivf) a customary legal opinion The Administrative Agent, the Lenders and the Arrangers shall have received all fees and other amounts due and payable to each such Person (including, without limitation, the fees and expenses of (w) Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP, special New York as counsel to Holdings, the Borrower and its Subsidiaries, (xAdministrative Agent) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel on or 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 Fourth Amendment No. 1 Effective Date, substantially in including, to the form extent invoiced, reimbursement or payment of Exhibit G all out-of-pocket expenses required to be reimbursed or paid by the Borrowers pursuant to the Credit Agreement;. (vig) a Term Note duly executed The Administrative Agent and delivered the Lenders shall have received, and be reasonably satisfied in form and substance with, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; andUSA Patriot Act. (viih) a Committed Loan Notice in accordance with Section 2.02(aEach Exiting Lender shall have received all payments pursuant to the Credit Agreement (including payments of principal, interest, fees and other amounts) due and payable to such Exiting Lender as of the Amended Credit Agreement; and (f) the incurrence of the New 2014 Initial Term Loans on the Incremental Fourth Amendment No. 1 Effective Date shall comply with the requirements after giving effect to Section 1 of Section 2.12 of the Credit Agreementthis Amendment.

Effectiveness. This Incremental Amendment, and On 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 Closing Date”) when each of the following conditions shall have been satisfied: (a) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) O'Melveny & Xxxxx, counsel for the Borrower, substantially to the effect set forth in Exhibit G-1, (ii) Goodsill, Anderson, Xxxxx & Xxxxxx, special Hawaii counsel for the Borrower, substantially to the effect set forth in Exhibit G-2 and (iii) each local counsel listed on Schedule 4.02 (a) substantially to the effect set forth in Exhibit G-3, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, the Issuing Bank and to Rosenman & Colin LLP, counsel for the Administrative Agent. (c) 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 copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, dated certified as of a recent date by 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 state of its organization, and a certificate as to the Closing Date pursuant to Section 4.01(a)(v) good standing of the Credit Agreement (together with the attachments described therein); each Loan Party as of a recent date, from such Secretary of State; (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 dated the Closing Date and certifying (or A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (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 Amendment (and any agreements relating thereto) the Loan Documents to which it such person is a party and (b) and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Rosenman & Colin LLP, counsel for the Administrative Agent, may reasonably request. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of or equity interests in each Subsidiary of the Borrower owned by the Borrower or any Subsidiary of the Borrower shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and (i) in the case of corporate Subsidiaries, certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent and (ii) in the case of partnerships and other non-corporate Subsidiaries, such pledge shall have been perfected by the filing of Uniform Commercial Code financing statements and/or registration of such pledge with the issuer, and all consents of third parties to the perfection of such pledge and the foreclosure thereon and admission of the Collateral Agent as a partner (or member, as applicable) thereof shall have been obtained. (g) The Collateral Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent filings) filings made with respect to the Borrower and its Subsidiaries in the states (or other jurisdictions) in which the chief executive office of the Borrower and such Subsidiaries are located and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the Mortgages, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been released. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents (including the Mortgage and each uniform commercial code financing statement) shall have been filed and recorded in the recording office as specified on Schedule 4.02(h) and, in connection therewith, the Collateral Agent shall have received evidence satisfactory to it of each such filing and recordation (or a Lender's title insurance policy in form and substance acceptable to the Collateral Agent, insuring such Security Document as a first Lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02), and containing a "gap" endorsement insuring against intervening Liens between the Closing Date and the date of such recording or filing, shall have been received by the Collateral Agent) and (iv) the Collateral Agent shall have received such other documents, including surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent. (i) Each Guarantee Agreement (including a separate Guarantee Agreement from each Guarantor that is a California corporation) shall have been duly executed by the parties thereto, shall have been delivered to the Collateral Agent and shall be in full force and effect. (j) The Indemnity, Subrogation and Contribution Agreement shall have been duly executed by the parties thereto, shall have been delivered to the Collateral Agent and shall be in full force and effect. (k) The Hazardous Materials Indemnity Agreement shall have been duly executed by the parties thereto, shall have been delivered to the Collateral Agent and shall be in full force and effect. (l) The Omnibus Amendment shall have been duly executed by the parties thereto, shall have been delivered to the Collateral Agent and shall be in full force and effect. (m) The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the most recent practicable date (but in no event as of a date earlier than March 31, 1997), and executed by a Financial Officer of the Borrower. (n) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New 2014 Term Loans contemplated hereunderYork" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent. (o) The Lenders shall (i) have received copies of all Phase I or Phase II third-party environmental reports prepared at any time during the past three years as to any Property and (ii) be reasonably satisfied that there are no material environmental and employee health and safety exposures to which the Borrower and the Subsidiaries may be subject and the plans of the Borrower with respect thereto. (p) The Lenders shall have received appraisals, commissioned by and satisfactory in form and substance to the Lenders from a firm acceptable to the Lenders, of the real property, personal property and other assets of the Borrower. Such appraisals shall satisfy FIRREA standards. (q) The Administrative Agent shall have received for each New Mortgaged Property the following: (i) a copy of such original permanent or temporary certificate of occupancy, if any, issued upon completion of each New Mortgaged Property (or any amendment issued upon completion of any alteration) by the appropriate Governmental Authority (or such other evidence as the Administrative Agent deems satisfactory in its sole discretion as to the governmental authorization for the use and occupancy of each Mortgaged Property); (ii) a copy of all material applications, licenses, permits and authorizations which are necessary for the operation of the Mortgaged Property (or, in the case of New Mortgaged Property currently undergoing construction, necessary for such construction); (iii) a current Phase I environmental study in respect of such New Mortgaged Property addressed to the Administrative Agent (or on which the Administrative Agent is authorized to rely), acceptable in all respects to the Administrative Agent; (iv) a customary legal opinion executed or conformed copies of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPall Major Leases identified on the Rent Roll for such New Mortgaged Property, special and any amendments thereto on or prior to the Closing Date, and any reciprocal easement or operating agreements or other material covenants, restrictions or agreements affecting the New York counsel to HoldingsMortgaged Property, the Borrower terms and its Subsidiariesconditions of which shall be in all respects satisfactory to the Administrative Agent (and all such Major Leases, (x) Beneschas so amended, Friedlanderand all such other covenants, Xxxxxx & Xxxxxxx LLPrestrictions or agreements shall be in full force and effect, special Ohio counsel and no Loan Party shall have failed in any material respect to Holdingsperform any material obligation or covenant required by the Major Leases or such other covenants, the Borrower and its Subsidiaries, (y) Xxxx Xxxxx & Xxxxxxx LLP, special Connecticut counsel restrictions or agreements to Holdings, the Borrower and its Subsidiaries and (z) K&L Gates LLP, special New Jersey and Washington counsel be performed or complied with prior 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 AgreementDate); (v) a solvency certificate from duly executed originals of estoppel certificates and subordination and nondisturbance agreements with respect to such leases and all such other covenants, restrictions or agreements as the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Date, substantially Administrative Agent deems satisfactory in the form of Exhibit G to the Credit Agreementits sole discretion; (vi) a Term Note duly executed and delivered by letter of appropriate municipal authorities or other evidence satisfactory to the Borrower in favor of Administrative Agent concerning the zoning laws applicable to each New 2014 Term Lender, if any, requesting the same; andMortgaged Property; (vii) a Committed Loan Notice policy or policies of title insurance (A) issued by a nationally recognized title insurance company, selected or approved by the Collateral Agent, (B) issued in accordance with Section 2.02(athe name of The Chase Manhattan Bank, as Collateral Agent for the Secured Parties, (C) in an aggregate amount equal to the lesser of the Amended Credit AgreementTotal Commitment and the appraised value of the Mortgaged Properties and (D) in the form set forth by ALTA Loan 1970, as amended, or if such form is not available, by ALTA-1992 (with a waiver of the arbitration provision contained in the ALTA-1992 form), together with such endorsements, coinsurance and reinsurance as may be reasonably required by the Collateral Agent, insuring the Mortgages as valid first liens on the New Mortgaged Properties, free of Liens other than those permitted under Section 6.02; (viii) such surveys and/or certificates of the Borrower as shall be necessary to obtain the deletion from the title insurance described in clause (vii) above the exception for defects that would be shown by an accurate survey of the Mortgaged Property; and (fix) a certificate executed by a Financial Officer of the Borrower certifying that there have been no material adverse changes in the New Mortgaged Properties since 72 March 31, 1997, in form satisfactory to the Lenders. (r) The Administrative Agent shall have received for each Mortgaged Property (other than the New Mortgaged Properties) the incurrence following: (i) a certificate executed by a Financial Officer of the Borrower certifying that there have been no material adverse changes in the Mortgaged Properties since March 31, 1997, in form satisfactory to the Lenders; (ii) Reissued policies of mortgagee title insurance, effective the Closing Date, with insurers satisfactory to the Lenders and without any exceptions to title which are not approved by the Lenders, with increases in coverage to the aggregate amount equal to the lesser of the Total Commitment and the appraised value of the Mortgaged Properties (including, without limitation, the New 2014 Initial Term Loans Mortgaged Properties); (iii) the Mortgage Amendments shall be executed and recorded. (s) After giving effect to the Formation, and the application of the first Borrowing, on the Incremental Amendment No. 1 Effective Closing Date the Borrower and its Subsidiaries shall comply have outstanding no Indebtedness or preferred stock other than (i) the Loans, (ii) the Term Note, (iii) the Preferred Shares and (iv) the Indebtedness listed on Schedule 4.02(s). (t) Other than the Allocation Agreement, the Benefits Agreement and the Trademark License Agreement, neither the Borrower nor any of its Subsidiaries will be party to any material agreement with Xxxx or its Affiliates. (u) The Administrative Agent shall have received evidence that Form D-37 has been filed by each Loan Party granting a Mortgage on Mortgaged Property located in Hawaii. (v) A cash collateral agreement relating to any future deposits described in Section 2.09 shall have been duly executed by the requirements of Section 2.12 of Borrower and the Credit AgreementCollateral Agent and shall have been delivered to the Collateral Agent and shall be in full force and effect.

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 9.05): (a) receipt by the Administrative Agent shall have received Agents of counterparts of this Incremental Amendment executed and delivered hereof signed by a duly authorized officer of each of the parties hereto (i) or, in the Loan Partiescase of any party as to which an executed counterpart shall not have been received, (ii) receipt by the Administrative Agent and (iii) the New 2014 Term LendersAgents in form satisfactory to them of written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by the Administrative Agents of an opinion of Xxxxx Xxxxx, Esq., Executive Vice President – General Counsel and Corporate Affairs for the Borrower, covering such additional matters relating to the transactions contemplated hereby with respect to the Delaware General Corporation Law as the Required Banks may reasonably request; (c) receipt by the Administrative Agents of an opinion of Xxxxx Law, special counsel for the Borrower, covering such additional matters relating to the transactions contemplated hereby with respect to federal or New York state law as the Required Banks may reasonably request; (d) receipt by the Administrative Agents of all documents the Administrative Agents 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 Agents; (e) payment by the Borrower shall have paid all fees due to each Administrative Agent and payable to the Arranger pursuant to that certain engagement letterServicing Agent for the account of each Bank a fee in the amounts heretofore mutually agreed upon; (f) receipt by the Administrative Agents of evidence of the termination of, and payment in full of all amounts owing under, the $1,100,000,000 Credit Agreement dated as of June 3October 1, 2014 (the “Engagement Letter”), among the Borrower, the Arranger lenders parties thereto and TPG Capital BDCitibank, LLCN.A., JPMorgan Chase Bank, N.A. and Xxxxx Fargo, National Association, as administrative agents, and each of the Banks that is a party to such credit agreement hereby waives any requirement of prior notice for such termination or payment; (cg) receipt by the Administrative Agent and Agents of an officer’s certificate from 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 Borrower certifying that, since June 30, 2016, there has 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 no material adverse change in the form business, financial position, results of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) operations or prospects 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 Consolidated Subsidiaries, (x) Beneschconsidered as a whole, Friedlanderexcept as publicly disclosed prior to the date hereof, Xxxxxx & Xxxxxxx LLPprovided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than February 8, special Ohio counsel to Holdings, 2017. The Administrative Agents shall promptly notify 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 Banks 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, Fourth Amendment shall become effective on as of the date (the “Incremental Fourth Amendment No. 1 Effective Date”) when each of on which the following conditions shall have been satisfied: (a) 1. the Administrative Agent shall have received counterparts copies of signature pages to this Incremental Amendment Fourth Amendment, duly executed and delivered (including by a duly authorized officer way of each of (ifacsimile or other electronic transmission) by the Administrative Agent, the Collateral Agent and 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 No2. 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) received a solvency 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 Exhibit L to Section 4.01(a)(v) of the Credit Agreement (together with appropriately completed and modified to reflect the attachments described thereintransactions contemplated by this Fourth Amendment); (ii) a certificate of good standing (to , dated 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 Fourth Amendment Effective Date 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 signed by the chief financial officer of the Administrative Borrower, dated certifying that the Incremental Restricted Parties on a consolidated basis after giving effect to the OIN Spinoff to occur on the Fourth Amendment No. 1 Effective Date, substantially in the form of Exhibit G to Fourth Amendment and the Credit Agreementother transactions contemplated thereby are Solvent; 3. the Administrative Borrower shall have (vix) formed International Seaways Operating Corporation 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) new direct Wholly Owned Restricted Subsidiary of the Amended Credit Agreement; and (f) Administrative Borrower that is organized under the incurrence laws of the Xxxxxxxx Islands (“New 2014 Initial Term Loans on the Incremental Amendment No. 1 Effective Date shall comply with the requirements of Subsidiary HoldCo”), and (y) subject to Section 2.12 5.22 of the Credit Agreement., contributed to New Subsidiary HoldCo substantially all of the assets of the Administrative Borrower (including all of the Equity Interests held by the Administrative Borrower in any of its Subsidiaries) and substantially all of the liabilities (excluding the Obligations) of the Administrative Borrower (in each case, other than (i) immaterial or non-operational assets and/or liabilities described on Annex I hereto and (ii) the Equity Interests issued to the Administrative Borrower by the New Subsidiary HoldCo, the Co-Borrower, OSG Nakilat Corporation and Tankers International LLC);

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 set forth above on the date (the “Incremental Amendment No. 1 Effective Date”) when each of on which the following conditions shall have been be satisfied: (a) the 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 PartiesBorrowers, (ii) the Administrative Agent Subsidiary Guarantors and (iii) the New 2014 Term Required Lenders;. (b) the Borrower The Administrative Agent shall have paid all fees due and payable to received 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;Amendment Fee. (c) the Administrative Agent Terex and the Arranger Subsidiary Guarantors shall have executed and delivered to the Collateral Agent the Reaffirmation and Security Agreement and shall have taken the actions required to be taken by them thereunder, to the extent required on or prior to the Amendment Effective Date. (d) Terex shall have (i) raised at least $300,000,000 in cash proceeds from the Capital Market Transactions, (ii) made the Optional Prepayment and (iii) prepaid Domestic Revolving Credit Exposure to the extent required by Section 1 hereof. (e) The Collateral Agent shall have received all reasonable a Perfection Certificate with respect to the Loan Parties dated the Amendment Effective Date and documented costs duly executed by a Responsible Officer of Terex, and expenses required shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be paid or reimbursed permitted under Section 10.04 6.02 of the Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior or will be contemporaneously released or terminated, in each case except to the Incremental Amendment No. 1 Effective Date;extent otherwise provided in the Reaffirmation and Security Agreement. (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 copy of, or a certificate of each Loan Partyas to coverage under, dated the Incremental Amendment No. 1 Effective Date, executed insurance policies required 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) 5.02 of the Credit Agreement (together with the attachments described therein); (ii) a certificate of good standing (to the extent such concept exists) from and the applicable secretary of state provisions 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 AgreementSecurity 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, The Commitments shall become effective on the date (the “Incremental Amendment No. 1 Effective Date”) only when each of all the following conditions shall have been satisfied:satisfied (or waived in accordance with Section 9.05): (a) the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered received, from each party listed on the signature pages hereof, either a counterpart hereof signed by a duly authorized officer of each of (i) the Loan Parties, (ii) such party or facsimile or other written confirmation satisfactory to the Administrative Agent and (iii) the New 2014 Term Lendersconfirming that such party has signed a counterpart hereof; (b) the Borrower Administrative Agent shall have paid all fees due and payable to the Arranger pursuant to that certain engagement letterreceived an opinion of (i) Bxxxx Bxxxx L.L.P., dated as of June 3, 2014 (the “Engagement Letter”), among counsel for the Borrower, substantially in the Arranger form of Exhibit B-1 hereto and TPG Capital BD(ii) the General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent), LLCsubstantially in the form of Exhibit B-2 hereto; (c) the Borrower shall have paid to the Administrative Agent for its own account and the Arranger shall have received all reasonable and documented costs and expenses accounts of the Lenders the fees required to be paid on or reimbursed under Section 10.04 of before the Credit Agreement or Effective Date in the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental Amendment No. 1 Effective Dateamounts heretofore mutually agreed; (d) the representations Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and warranties set forth the authorization of this Agreement, and any other matters relevant hereto, all in Section 5 hereof shall be true form and correctsubstance satisfactory to the Administrative Agent; (e) the Administrative Agent shall have received: (i) 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 BorrowerBorrower confirming that, dated as of the Incremental Amendment No. 1 Effective Date, substantially the representations and warranties of the Borrower contained in the form Article 4 of Exhibit G this Agreement are true in all material respects (except to the Credit Agreement; extent that (vii) any such representations or warranties are limited to an earlier date, in which case such representations and warranties are true in all material respects as of such earlier date or (ii) any such representations or warranties are qualified by a Term Note duly executed materiality standard, in which case such representations and delivered by the Borrower warranties are true in favor of each New 2014 Term Lender, if any, requesting the same; and (viiall respects) a Committed Loan Notice in accordance with Section 2.02(a) of the Amended Credit Agreementand no Default exists; and (f) the incurrence Administrative Agent shall have received evidence satisfactory to it that the principal of all loans and all interest, fees and other amounts outstanding, accrued or otherwise owing to the agents, issuing banks and lenders under the Existing Credit Agreement shall have been paid in full, that all commitments under the Existing Credit Agreement shall have been terminated and that all letters of credit issued under the Existing Credit Agreement have expired or been terminated; provided that the Commitments shall not become effective unless all of the New 2014 Initial Term Loans on foregoing conditions are satisfied not later than April 30, 2012. The Administrative Agent shall notify the Incremental Amendment No. 1 Effective Date shall comply with Borrower and the requirements of Section 2.12 Lenders of the Credit Agreementoccurrence of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

Effectiveness. This Incremental The amendments set forth in Sections 2 and 3 shall be effective only if the Administrative Agent has received, on or before the date of this 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 satisfiedfollowing, each in form and substance acceptable to the Administrative Agent in its sole discretion: (aI) this Amendment, duly executed by the parties hereto; (II) a Fee Letter, duly executed by the Borrower and the Administrative Agent; (III) an amendment to the Mortgage with respect to the real property of the Borrower located in Cass County, Indiana, duly executed by the parties hereto, together with such endorsements to the ALTA title insurance policy with respect thereto as the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of may require; (iIV) evidence that the Loan Parties, (ii) Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent and to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to: (iii1) providing the New 2014 Term LendersAdministrative Agent with the address and/or GPS coordinates of each structure on any improved real property that will be subject to a Mortgage; (b2) obtaining or providing the following documents: (x) a completed standard “life-of-loan” flood hazard determination form, (y) if the improvement(s) to the improved real property is located in a special flood hazard area, a Borrower Notice and (if applicable) notification to the Borrower shall have paid all fees due that flood insurance coverage under the NFIP is not available because the community does not participate in the NFIP, and payable (z) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), (3) to the Arranger pursuant extent required under Section 6.4(b) of the Credit Agreement, obtaining flood insurance for such property, structures and contents prior to that certain engagement lettersuch property, dated as of June 3, 2014 (the “Engagement Letter”), among the Borrower, the Arranger structures and TPG Capital BD, LLCcontents becoming Collateral; (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: (iV) 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 secretary or other appropriate officer of the certificates delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement Borrower certifying that (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 (ai) the execution, delivery and performance of this Incremental the Amendment (and any agreements relating thereto) to which it is a party and (b) in Documents were duly approved by all necessary action of the case Governing Board of the Borrower, the borrowings and attaching true and correct copies of the New 2014 Term Loans contemplated hereunder; applicable resolutions granting such approval; (ivii) a customary legal opinion the Organizational Documents of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPthe Borrower, special New York counsel which were certified and delivered to Holdings, the Administrative Agent by the Borrower and its Subsidiaries, (x) Benesch, Friedlander, Xxxxxx & Xxxxxxx LLP, special Ohio counsel pursuant 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 Certificate of Secretary 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 Borrower, executed by The Andersons, Inc., as manager of the Borrower, dated as of October 1, 2019 (the Incremental Amendment No. 1 Effective Date“October 2019 Certificate”), substantially continue in full force and effect and have not been amended or otherwise modified except as set forth in the form certificate to be delivered as of Exhibit G the date hereof; and (iii) except as certified therein, the officers and agents of the Borrower who have been certified to the Credit AgreementAdministrative Agent pursuant to the October 2019 Certificate and the Certificate of Secretary of the Borrower, executed by The Andersons, Inc., as manager of the Borrower, dated July 17, 2020, as being authorized to sign and to act on behalf of the Borrower continue to be so authorized or setting forth the sample signatures of each of the officers and agents of the Borrower authorized to execute and deliver this Amendment and all other documents, agreements and certificates on behalf of the Borrower; (viVI) Lien searches with respect to the Borrower and each other Loan Party, in scope satisfactory to the Administrative Agent, evidencing no Liens of record other than Permitted Liens; (VII) a Term Note duly executed Beneficial Ownership Certification and delivered all other documentation and information requested by (or on behalf of) any Lender in order to comply with requirements of Anti-Terrorism Laws; (VIII) evidence from the Borrower in favor of each New 2014 Term Lender, if any, requesting that all material governmental and third-party consents required to effectuate the sametransactions contemplated hereby have been obtained; and (viiIX) a Committed Loan Notice payment in accordance with immediately available funds of all fees and expenses due and payable pursuant to Section 2.02(a) 9 hereof to the extent invoiced on or prior to the date hereof or the Fee Letter 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 Agreementeven date herewith.

Effectiveness. This Incremental Amendment, (a) The effectiveness of this Amendment (other than Sections 2.6 and 2.7) is subject to the obligation satisfaction 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 all of the following conditions shall have been satisfiedprecedent: (ai) The Borrower, the Guarantors, the Administrative Agent, and the Required Banks shall have executed and delivered this Amendment. (ii) The Administrative Agent shall have received counterparts certified copies 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 resolutions of the Credit Agreement boards of directors (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)(vequivalent governing body) of the Credit Agreement (together with Parent, the attachments described therein); (ii) a certificate Borrower and each Guarantor authorizing the execution and delivery of good standing (to this Amendment and indicating the extent authorized signers of this Amendment and the specimen signatures of such concept exists) from the applicable secretary of state of the state of organization of each Loan Partysigners; (iii) a copy The Administrative Agent shall have received an opinion of counsel to the resolutions of Borrower and each Guarantor in form acceptable to the board of directors or other governing body, Administrative Agent and covering such matters relating to the transactions contemplated hereby 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 hereunderAdministrative Agent may request; (iv) a customary legal opinion of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to Holdings, The Parent shall have paid the Borrower fees as agreed between the Parent 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;Administrative Agent. (v) a solvency certificate from Legal matters incident to the chief financial officer execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel. (b) The amendments contained in Sections 2.6 and 2.7 shall become effective upon (i) satisfaction of all the conditions precedent contained in Section 5.1(a) above and (ii) the consummation of the BorrowerStanford Acquisition as consented to by the Lenders pursuant to Article III hereof. If this Amendment becomes effective, dated the Incremental Amendment No. 1 Effective Date, substantially changes in the form Applicable Margin shall take effect on June 16, 2008 and on each day thereafter, but any payment of Exhibit G interest or fees due on or after June 16, 2008 with respect to any amounts owing for any period prior thereto shall be computed on 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) basis 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 AgreementApplicable Margin in effect prior to such effectiveness.

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, 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 on or before May 7, 2014 that all 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 paid, to the Arranger extent invoiced, all legal fees of Xxxxx & Xxx Xxxxx PLLC required to be reimbursed or paid by the Borrower pursuant to that certain engagement letter, dated as Section 9.6(i) and (b) the Agent shall have received (with sufficient copies for the Lenders) each of June 3, 2014 the following: (i) Copies of the “Engagement Letter”), among articles or certificate of 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 the 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 the calculation of the ratio set forth therein, determined as of March 31, 2014, 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. (vii) A Note duly (or Notes, as applicable) executed and delivered by the Borrower in favor of each New 2014 Term Lender, if any, requesting the same; andLender that has requested a Note pursuant to Section 2.7. (viiviii) a Committed Loan Notice in accordance with Section 2.02(a) Such other documents as any Lender or its counsel may have reasonably requested. CHAR1\1355165v12 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. (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, Amendment No. 2 shall become ------------- effective on upon the date (the “Incremental Amendment No. 1 "Effective Date”") when each of the following conditions shall have been satisfied: (a) the Administrative Agent receives duly executed counterparts hereof signed by the Borrower, each Guarantor and the Majority Lenders (or, in the case of any party as to which an executed counterpart thereof shall not have received counterparts been received, receipt by the Administrative Agent in form satisfactory to it of this Incremental Amendment executed telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party). The calculation of any commitment fees and delivered by a duly authorized officer accrued interest and letter of credit fees on Advances, Letters of Credit and unpaid reimbursement obligations outstanding on the Effective Date shall reflect as of the Effective Date the changes in the Pricing Schedules and to the Revolving Credit Commitments made hereby, and such changes to the Revolving Credit Commitments shall be effective as of the close of business on the Effective Date. (b) If the Effective Date occurs, the Borrower shall pay the Administrative Agent, in immediately available funds, for the account of each Lender that has evidenced its agreement hereto as provided in Section 3.02(a) by 5:00 P.M. (New York City time) on the later of (i) the Loan PartiesMay 10, 2001 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) Domestic Business Day on which the Administrative Agent and issues a notice to the Arranger shall have received all reasonable and documented costs and expenses required to be paid or reimbursed Lenders under Section 10.04 of the each Credit Agreement or the Engagement Letter for which invoices have been presented three Business Days prior to the Incremental saying this Amendment No. 1 Effective 2 has become effective (such later date being the "Fee Determination Date; "), an amendment fee in an amount equal to 0.25% of the sum of (dA) the representations and warranties set forth in Section 5 hereof shall be true and correct; Revolving Credit Commitment of such Lender (e) determined as of the Administrative Agent shall have received: (i) a certificate close of each Loan Party, dated business on the Incremental Amendment No. 1 Effective Date, executed by two Responsible Officers after giving effect to the changes made pursuant hereto) and (B) the outstanding principal amount of such Lender's Term Loan Party, substantially in the form A Advances and Term Loan B Advances (as of the certificates delivered opening of business on the Closing Date pursuant to Section 4.01(a)(v) of the Credit Agreement (together with the attachments described thereindate hereof); (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 amendment fees being due on the Closing Date pursuant to Section 4.01(a)(vi) of first Domestic Business Day after the Credit Agreement; (v) a solvency certificate from the chief financial officer of the Borrower, dated the Incremental Amendment No. 1 Effective Fee Determination 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 AmendmentAgreement shall become effective, and all loans outstanding under the obligation of each New 2014 Initial Term Lender to make the New 2014 Initial Term Loan Existing Agreement shall be deemed to be made by it pursuant loans hereunder (as more fully set forth in Section 1.3) and all letters of credit outstanding under the Existing Agreement shall be deemed to Section 2(a)(i) hereofbe Letters of Credit hereunder, shall become effective on the date (and the “Incremental Amendment No. 1 date on which all such conditions precedent have been satisfied or waived in writing by the Banks, the "Effective Date”") when each of the following conditions shall have been satisfied: (a) that the Administrative Agent shall have received counterparts of this Incremental Amendment executed and delivered by a duly authorized officer of each of (ia) the Loan Parties, (ii) the Administrative Agent and (iii) the New 2014 Term Lenders; (b) the Borrower shall have paid all fees amounts which are then 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 5 and (to the extent billed) Section 14.6; (b) evidence satisfactory to the Agents that (i) all Debt to be Repaid (other than Debt of EPIC) has been (or concurrently with the initial credit extension hereunder will be) paid in full and all Liens securing such concept existsDebt have been (or concurrently with the initial credit extension hereunder will be) from terminated; (ii) all filings necessary to perfect the applicable secretary of state of Administrative Agent's Lien on the state of organization of each Loan Party; collateral under the Restated Security Agreement have been duly made and are in full force and effect; (iii) a copy of all collateral required to be delivered to the resolutions of Administrative Agent under the board of directors or other governing body, as applicable, of Company Pledge Agreement and 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; Subsidiary Pledge Agreement has been delivered; (iv) a customary legal opinion the Company has borrowed not less than $20,000,000 of (w) Xxxxxxx Xxxxxxx & Xxxxxxxx LLPSubordinated Loans from GTCR, 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 with net proceeds of the respective opinions delivered on the Closing Date pursuant to Section 4.01(a)(vi) of the Credit Agreement; at least $18,700,000; (v) the Company has issued Series C and D Preferred Stock to GTCR Goldxx Xxxxxx, X.L.C. for a solvency certificate from the chief financial officer purchase price of not less than $20,000,000 with net proceeds of at least $18,700,000; (vi) on a pro forma basis as of the BorrowerEffective Date (and after giving effect to the acquisition of the RESTEC Companies occurring on the Effective Date), dated the Incremental Amendment No. Senior Funded Debt to Adjusted EBITDA Ratio will not be greater than 3.20 to 1 and the Funded Debt to Adjusted EBITDA Ratio will not be greater than 4.20 to 1; and (vii) after giving effect to the borrowings on the Effective Date, substantially in the form Revolving Outstandings shall not exceed $2,000,000; and (c) all of Exhibit G to the Credit Agreement; (vi) a Term Note following, each duly executed and delivered by dated 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 (or such earlier date as shall comply with be satisfactory to the requirements Administrative Agent), each in form and substance satisfactory to the Administrative Agent, and each (except for the Notes, of Section 2.12 which only the originals shall be signed) in sufficient number of the Credit Agreement.signed counterparts to provide one for each Bank:

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.