Common use of Lenders Clause in Contracts

Lenders. The Lenders agree that, in the event that any Lender shall obtain payment in respect of any Revolving Loan, LOC Obligation or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) to share in the benefits of any recovery on such secured claim.

Lenders. The Lenders agree Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Exchanging Term Lender (by executing a Lender New Commitment) irrevocably (A) agrees to the terms of this First Amendment and the Amended Credit Agreement, (B) agrees to exchange (as set forth on its Lender New Commitment) the Allocated Amount of its Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable with the First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, in an equal principal amount specified therein and (C) upon the First Amendment Effective Date, shall exchange (as set forth on its Lender New Commitment) the Allocated Amount of its Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable with the First Amendment Terms Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the Amended Credit Agreement, in an equal principal amount as specified therein and (ii) each Additional Lender irrevocably (A) agrees to the terms of this First Amendment and the Amended Credit Agreement, (B) commits to make Additional Term Loans in the amount notified to such Additional Lender by the Administrative Agent (but in no event greater than the amount such Additional Lender committed to make as Additional Term Loans) and (C) upon the First Amendment Effective Date, shall refinance in full all Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable, other than Exchanged Term Loans, with such Additional Terms Loans. Each Additional Lender further acknowledges and agrees that, as of the First Amendment Effective Date, it shall be a “Lender”, if applicable, a “Tranche B-1 Lender” and, if applicable, a “Tranche B-2 Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender, if applicable, a Tranche B-1 Lender and, if applicable, a “Tranche B-2 Lender” thereunder. For purposes of this First Amendment, “exchange” shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that the Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable, of the Exchanging Term Lenders will be converted into and continued as First Amendment Term Loans consisting of Tranche B-1 Term Loans and/or Tranche B-2 Term Loans, as applicable and in each case under and as defined in the event that any Lender Amended Credit Agreement, and such Exchanged Term Loans shall obtain payment in respect of any Revolving Loan, LOC Obligation or any be on the same terms (other obligation owing than to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as extent expressly provided in this Credit Agreement, First Amendment) under the Loan Documents as such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) to share in the benefits of any recovery on such secured claimExisting Term Loans.

Lenders. The Lenders agree Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Exchanging Term Lender (by executing a Lender New Commitment) irrevocably (A) agrees to the terms of this Second Amendment and the Amended Credit Agreement, (B) agrees to exchange (as set forth on its Lender New Commitment) the Allocated Amount of its Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable with the Second Amendment Term Loans, in an equal principal amount specified therein and (C) upon the Second Amendment Effective Date, shall exchange (as set forth on its Lender New Commitment) the Allocated Amount of its Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable with the Second Amendment Terms Loans, in an equal principal amount as specified therein and (ii) each Additional Lender irrevocably (A) agrees to the terms of this Second Amendment and the Amended Credit Agreement, (B) commits to make Additional Term Loans in the amount notified to such Additional Lender by the Administrative Agent (but in no event greater than the amount such Additional Lender committed to make as Additional Term Loans) and (C) upon the Second Amendment Effective Date, shall refinance in full all Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable (other than Exchanged Term Loans) with such Additional Terms Loans. Each Additional Lender further acknowledges and agrees that, as of the Second Amendment Effective Date, it shall be a “Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. For purposes of this Second Amendment, “exchange” shall mean convert and continue. For the avoidance of doubt, notwithstanding anything herein to the contrary, it is acknowledged and agreed that the Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable, of the Exchanging Term Lenders will be converted into and continued as Second Amendment Term Loans consisting a single Class of Term Loans under and as defined in the event that any Lender Amended Credit Agreement, and such Exchanged Term Loans shall obtain payment in respect of any Revolving Loan, LOC Obligation or any be on the same terms (other obligation owing than to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as extent expressly provided in this Credit Agreement, Second Amendment) under the Loan Documents as such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) to share in the benefits of any recovery on such secured claimExisting Term Loans.

Lenders. Pursuant to Section 2.14 of the Credit Agreement, and subject to the terms and conditions set forth herein and in the Credit Agreement, on and as of the Second Incremental Amendment Closing Date: (a) Each Term B-2 Lender hereby agrees to make a Term B-2 Loan to the Borrower on the Second Incremental Amendment Closing Date in an amount equal to its Term B-2 Commitment pursuant to and in accordance with Section 2.01(e) of the Credit Agreement. The Lenders agree thatTerm B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute Term B-2 Loans for all purposes of the Credit Agreement and the other applicable Loan Documents, (ii) be subject to all of the terms in the Credit Agreement and to the conditions specified in Section 2.01(e) of the Credit Agreement, (iii) be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and (iv) without limiting the foregoing, benefit equally and ratably from each of the Guaranties and Liens created by the Security Documents. For the avoidance of doubt, each Term B-2 Lender hereby consents to the Incremental Amendment. (b) Each Revolving Credit Lender that executes and delivers a Consent hereby agrees to roll over its existing Revolving Credit Commitment into a like principal amount of a Tranche A Revolving Commitment (and, in the event that any Lender shall obtain payment in respect case of any Revolving LoanCredit Loan that is outstanding on the Second Incremental Amendment Closing Date, LOC Obligation or such Revolving Credit Loan shall be cashlessly repaid with the proceeds of a new Revolving Credit Loan in equal amount made under the Tranche A Revolving Commitment). Each Revolving Credit Lender that executes and delivers a Consent agrees that to the extent its Revolving Credit Loans under the Credit Agreement are being repaid on the Second Incremental Amendment Closing Date it waives any other obligation owing amounts it may be entitled to under Section 3.05 of the Credit Agreement in connection with such repayment. For the avoidance of doubt, each Revolving Credit Lender that executes and delivers a Consent hereby consents to the Incremental Amendment. (c) Each of the undersigned Term B-2 Lenders, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Term B-2 Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Term B-2 Lender shall (x) in the case of any Term B-2 Lender that is an existing Lender under this the Credit Agreement, continue to be a “Lender” for all purposes of, and subject to all the obligations of a “Lender” under the Credit Agreement through and the exercise other Loan Documents and (y) in the case of any Term B-2 Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and shall become, a right “Lender” for all purposes of, and subject to all the obligations of setoff, banker’s lien or counterclaim, or pursuant to an a secured claim “Lender” under Section 506 the Credit Agreement and the other Loan Documents. (d) Each of the Bankruptcy Code or other security or interest arising fromundersigned Lenders providing a Tranche A Revolving Commitment, or in lieu of, such secured claim, received the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share this Incremental Amendment and the occurrence of such payment as provided in this Credit Agreementthe Second Incremental Amendment Closing Date, such Lender shall promptly purchase from (x) in the case of any Lender that is an existing Lender under the Credit Agreement, continue to be a “Lender” for all purposes of, and subject to all the obligations of a “Lender” under the Credit Agreement and the other Lenders a Participation Interest Loan Documents and (y) in such the case of any Additional Revolving LoanLender that is not an existing Lender under the Credit Agreement, LOC Obligation or other obligations in such amountsbe deemed to be, and make shall become, a “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. For the avoidance of doubt, each Additional Revolving Lender that executes and delivers a signature page to this Incremental Amendment hereby consents to the Incremental Amendment. (e) Each Term B-2 Lender that is not an existing Lender and each Additional Revolving Lender that is not an existing Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other adjustments from time documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as shall be equitable agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the end Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that all the Lenders share such payment it will perform in accordance with their respective Revolving Commitment Percentages, terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restoredLender. The Borrower agrees that any Lender so purchasing such a Participation Interest mayand the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the fullest extent permitted inclusion as an “Additional Lender” of each of the Term B-2 Lenders and Additional Revolving Lenders that is a party to this Incremental Amendment that is not an existing Lender or Affiliate of an existing Lender or an Approved Fund. Notwithstanding anything set forth in Section 10.06(b)(iii)(A), during the thirty (30) day period following the Second Incremental Amendment Closing Date, the Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified in the initial allocations of the Term B-2 Loans provided by lawthe Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior to the Second Incremental Amendment Closing Date. (f) Each Term B-2 Lender and Additional Revolving Lender shall deliver herewith to the Administrative Agent and the Borrower all such forms, exercise all rights of payment, including setoff, banker’s lien certificates or counterclaim, other evidence with respect to United States federal income tax withholding matters as such participation Term B-2 Lender or Additional Revolving Lender, as fully as if such Lender were a holder of such Revolving Loanapplicable, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff may be required to which this subsection (a) applies, such Lender shall, deliver to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights Administrative Agent pursuant to Section 3.01(e) of the Lenders under this subsection (a) to share in the benefits of any recovery on such secured claimCredit Agreement.

Lenders. The Lenders agree that, in the event that any Lender shall obtain payment in respect of any Revolving Loan, LOC Obligation or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s 's lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest participation in such Revolving Loan, LOC Obligation or and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the such Lenders share such payment in accordance with their the respective Revolving Commitment PercentagesPercentages of such Lenders, as provided for in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s 's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that which shall have shared the benefit of such payment shall, by repurchase of a Participation Interest participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interestparticipation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) Section 3.16 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) Section 3.16 to share in the benefits of any recovery on such secured claim.

Lenders. The Lenders agree that, in the event that any Lender shall obtain payment in respect of any Revolving Loan, LOC Obligation or any other obligation owing Pursuant to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 2.14 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable subject to the end that all terms and conditions set forth herein and in the Lenders share such payment Credit Agreement, on and as of the Second Incremental Amendment Closing Date: (a) Each Term B-2 Lender hereby agrees to make a Term B-2 Loan to the Borrower on the Second Incremental Amendment Closing Date in an amount equal to its Term B-2 Commitment pursuant to and in accordance with their respective Revolving Commitment Percentages, as provided in this Section 2.01(e) of the Credit Agreement. The Lenders further agree Term B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute Term B-2 Loans for all purposes of the Credit Agreement and the other applicable Loan Documents, (ii) be subject to all of the terms in the Credit Agreement and to the conditions specified in Section 2.01(e) of the Credit Agreement, (iii) be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and (iv) without limiting the foregoing, benefit equally and ratably from each of the Guaranties and Liens created by the Security Documents. For the avoidance of doubt, each Term B-2 Lender hereby consents to the Incremental Amendment. (b) Each Revolving Credit Lender that if payment executes and delivers a Consent hereby agrees to any such Lender obtained by such Lender through the exercise roll over its existing Revolving Credit Commitment into a like principal amount of a right Tranche A Revolving Commitment (and, in the case of setoffany Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, banker’s lien, counterclaim or other event as aforesaid such Revolving Credit Loan shall be rescinded or must otherwise be restored, each cashlessly repaid with the proceeds of a new Revolving Credit Loan in equal amount made under the Tranche A Revolving Commitment). Each Revolving Credit Lender that shall have shared the benefit of such payment shall, by repurchase of executes and delivers a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower Consent agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with Revolving Credit Loans under the rights Credit Agreement are being repaid on the Second Incremental Amendment Closing Date it waives any amounts it may be entitled to under Section 3.05 of the Lenders under Credit Agreement in connection with such repayment. For the avoidance of doubt, each Revolving Credit Lender that executes and delivers a Consent hereby consents to the Incremental Amendment. (c) Each of the undersigned Term B-2 Lenders, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Term B-2 Lender of this subsection Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Term B-2 Lender shall (ax) to share in the benefits case of any recovery on such secured claim.Term B-2 Lender that is an existing Lender under the Credit Agreement, continue to be a “Lender” for all purposes of, and subject to all the obligations of a “Lender” under the Credit Agreement and the other Loan Documents and

Lenders. The Lenders agree that, in the event that any Lender shall obtain payment in respect of any Revolving Loan, LOC Obligation or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s 's lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment ratably in accordance with their respective Revolving Commitment Percentages, as provided in the provisions of this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s 's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interestparticipation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) Section 3.14 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) Section 3.14 to share in the benefits of any recovery on such secured claim.

Lenders. The Lenders agree that, in the event that any Lender shall obtain payment in respect of any Revolving Loan, LOC Obligation or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s 's lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with their the respective Revolving Commitment PercentagesPercentages of the Lenders, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s 's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that which shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower Company agrees that any Lender so purchasing such a Participation Interest participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interestparticipation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) Section 3.14 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) Section 3.14 to share in the benefits of any recovery on such secured claim.

Lenders. The Lenders agree thatgroup of lenders arranged by the Lead Arrangers (collectively, the “Lenders”) other than certain disqualified lenders; provided that if the Commitment is not fully-syndicated in an amount equal to at least $2,925 million, the event that any Lender shall obtain payment in respect of any Revolving Loan, LOC Obligation or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 unsubscribed portion of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as Commitment less than $2,925 shall be equitable distributed to the end that all the Lenders share such payment Holders of First Lien Debt Claims in accordance with their respective Revolving Commitment Percentagesthe Amended Plan (such subscribed portion, the “Syndicated Debt,” and such unsubscribed portion, the “Takeback Debt”). Incremental Facilities: To be determined. Use of Proceeds: The proceeds of the Loans will be (i) used repay in full all amounts outstanding on the Effective Date with respect to the DIP Financing, (ii) used to fund distributions under the Plan and (iii) thereafter, used for working capital and general corporate purposes of the Borrower and its subsidiaries. Maturity: Expected to be seven years after the Effective Date or such maturity as may be necessary to facilitate a successful syndication. Amortization: To be determined, but acceptable to the Company and the Requisite First Lien Creditors. Takeback Debt The Takeback Debt under the Amended Plan may be issued on a second priority or “last out” basis with respect to the Syndicated Debt and shall be on terms acceptable to the Requisite First Lien Creditors and the Debtors with such terms to be set forth in the Plan Supplement; provided in this Credit Agreement. The Lenders further agree that if payment to the extent necessary, any such Lender obtained by such Lender through Takeback Debt shall subject to one or more intercreditor agreements reasonably acceptable to the exercise of a right of setoffDebtors and the Requisite First Lien Creditors. Interest Rate: To be determined, banker’s lienbut acceptable to the Company and the Requisite First Lien Creditors. Default Rate: The Loans will bear interest at the applicable interest rate plus 200 bps per annum, counterclaim or other event as aforesaid shall to be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restoredoverdue amounts and under certain other customary circumstances. Upfront Fee/OID: The Borrower agrees that any Lender so purchasing such New Secured Debt may provide for a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation fee payable in the amount form of such Participation Interestoriginal issue discount or upfront fee on the Effective Date to facilitate a successful syndication. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent Agency Fee: To be agreed with the rights of the Lenders under this subsection (a) Administrative Agent. Optional Prepayments: Expected to share in the benefits of any recovery on such secured claiminclude 101 soft call protection for no more than 12 months, otherwise prepayable at par.

Lenders. The Lenders agree that, scope of the engagement of any financial consultants shall be acceptable to the Agent and the Required Lenders. r. Notwithstanding anything in the event Credit Agreement to the contrary (including without limitation the provisions of Sections 6.10 of the Credit Agreement), during the Restructuring Period, absent the prior written consent of the Required Lenders, the Company shall not, and shall not permit or cause any of its Subsidiaries to declare or pay any dividends or make any distributions on its Capital Stock or redeem, repurchase or otherwise acquire or retire any of its Capital Stock, provided that any Lender Subsidiary may continue to declare and pay dividends or make distributions to the Company or to a Wholly-Owned Subsidiary consistent with past practice. s. During the Restructuring Period, neither the Company nor any of its Subsidiaries shall obtain payment in respect pay any discretionary bonus or similar compensation award to any of any Revolving Loan, LOC Obligation their respective officers or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or employees except pursuant to a secured claim under Section 506 comprehensive plan approved by the Required Lenders. The preceding sentence shall not limit the right of the Bankruptcy Code Company or other security or interest arising from, or in lieu of, such secured claim, received by such Lender its Subsidiaries to pay any bonus (i) required under any applicable bankruptcywritten employment agreement, insolvency incentive plan or other similar law or otherwise, or by any other means, "guaranteed" bonus plan in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable existence immediately prior to the end that all Second Amendment Effective Date or (ii) negotiated as part of a recruitment "signing bonus" consistent with past practice. Upon request, the Company shall deliver to the Lenders share such payment in accordance with their respective Revolving Commitment Percentagesand the Agent copies of any applicable employment agreements, as provided in incentive plans or similar "guaranteed" bonus plans. t. Upon execution of this Credit Agreement. The Lenders further agree that if payment Amendment, the Company shall pay to any such Lender obtained by such Lender through the exercise of a right of setoffAgent, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared for the benefit of such payment shallthe Lenders, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation an amendment fee in the amount of such Participation Interest. If under any applicable bankruptcy$140,625.00. u. Commencing on the Second Amendment Effective Date and thereafter, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, there shall be no principal payments made to the extent practicable, exercise its rights Noteholders in respect of such secured claim in a manner consistent the Noteholder Obligations unless, simultaneously with the rights making of any such payment, the Borrowers pay to the Lenders the "Reduction Amount" (as such term is defined in Article 2 of this Amendment). Upon payment to the Lenders of the Lenders under this subsection (a) to share Reduction Amount, the Borrowing Base and the Aggregate Commitments shall be permanently reduced by such amount, which may not be reborrowed. v. Notwithstanding anything in the benefits Credit Agreement to the contrary, the Borrowers shall not, and shall not permit any Subsidiary to, make any Capital Expenditures that exceed in the aggregate for the Borrowers and their Subsidiaries $1,750,000 during the fiscal year ending March 31, 2002. w. There shall be no other Default or Unmatured Default under the Credit Agreement (as modified herein) or the other Loan Documents (except for the Existing Defaults expressly acknowledged and waived in this Amendment through the effective date hereof). Notwithstanding the provisions of this Section 1.3, all indebtedness of the Borrowers to the Lenders shall be due and payable on demand in the discretion of the Required Lenders upon expiration or termination of the Restructuring Period as provided in Section 1.10 hereof or any failure of any recovery on such secured claimone or more of the conditions set forth in this Section 1.3. Further, any failure of any one or more of the conditions set forth in this Section 1.3 shall constitute a Default under the Loan Documents (without the necessity of any notice or cure period).

Lenders. The SUNTRUST BANK, as Administrative Agent, Issuing Bank, as Swingline Lender and as a Lender By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Vice President BANK OF AMERICA, N.A., as Syndication Agent and a Lender By: /s/ Kxxxxxx Xxxxxx Name: Kxxxxxx Xxxxxx Title: Vice President CITIBANK, N.A., as a Lender By: /s/ Gxxxxx Van Name: Gxxxxx Van Title: Vice President Reference is hereby made to that certain First Amended and Restated Credit Agreement dated as of September 30, 2005 among Cxxxxxxx & Company, Cxxxxxxx & Company International, Inc., the Lenders agree thata party thereto and SunTrust Bank, as Administrative Agent, as amended pursuant to that certain Amendment No. 1 to First Amended and Restated Credit Agreement dated as of June 16, 2006 and as amended pursuant to that certain Amendment No. 2 to First Amended and Restated Credit Agreement dated as of August 15, 2006 (as so amended, the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the event Credit Agreement). Crawford hereby (i) reaffirms its continuing obligations owing to the Collateral Agent (as defined in the Pledge Agreement) and the Lenders under the Pledge Agreement and (ii) confirms that the liens and security interests created by the Pledge Agreement continue to secure the Pledged Obligations (as defined in the Pledge Agreement). Each of the undersigned Loan Parties hereby reaffirms its continuing obligations owing to the Administrative Agent and the Lenders under each of the other Loan Document (including, without limitation, the Notes and the Subsidiary Guaranty Agreement) to which such Person is a party, and each Loan Party agrees that the amendments contained in Amendment No. 2 to First Amended and Restated Credit Agreement shall not in any Lender shall obtain payment in respect way affect the validity and/or enforceability of any Revolving Loansuch other Loan Document, LOC Obligation or reduce, impair or discharge the obligations of such Person thereunder. Each of the undersigned Loan Parties hereby represents and warrants to the Collateral Agent, the Administrative Agent and the Lenders that: (a) the execution and delivery by the Loan Parties of this Reaffirmation is within the power (corporate or otherwise) and authority of the Loan Parties, has been duly authorized and approved by all requisite action on the part of the Loan Parties, and does not and will not contravene, breach or conflict with any provision of applicable law or any of the charter or other obligation owing to such Lender under this Credit Agreement through organic documents of the exercise of a right of setoff, banker’s lien or counterclaimLoan Parties, or pursuant to a secured claim under Section 506 any indenture, agreement, instrument or undertaking binding on the Loan Parties; (b) this Reaffirmation has been duly executed by the Loan Parties; (c) the Loan Documents remain in full force and effect and constitute the legal, valid and binding obligations of the Bankruptcy Code or other security or interest arising fromLoan Parties, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment enforceable in accordance with their respective Revolving Commitment Percentagesterms, except as provided in this Credit Agreement. The Lenders further agree that if payment limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditor’s rights; and (d) all of the Obligations are absolute and unconditional, and such Obligations are not subject to any such Lender obtained by such Lender through the exercise of a claim, defense, deduction, right of setoff, banker’s lien, counterclaim offset or other event as aforesaid otherwise. This Reaffirmation shall be rescinded or must otherwise construed in accordance with and be restored, each Lender that shall have shared governed by the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit law (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, without giving effect to the fullest extent permitted by law, exercise all rights conflict of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (alaw principles thereof) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) to share in the benefits State of any recovery on such secured claimNew York.

Lenders. The Lenders agree that27.3.1 Subject to Clause 27.4, in the event that any Lender may assign all or part of its rights and/or transfer all or part of its obligations under the Financing Documents provided it remains as Lender on record, otherwise it will, except for an assignment or transfer by reason of circumstances within Clause 11.4, obtain the Borrower's consent (which consent shall obtain payment not be unreasonably withheld or delayed) prior to such assignment or transfer. 27.3.2 The assignment and/or transfer by a Lender may be effected by the delivery to the Facility Agent of a Transfer Certificate executed by the Transferor and the Transferee (and in respect of a transfer of a Tranche B Outstandings under the Tranche B[G] Facility, together with the EDB Guarantee executed by the Transferee and EDB's written confirmation that the Transferor will be released from its EDB Guarantee subject to receipt of the Transferee's EDB Guarantee). On the later of the Transfer Date specified in a Transfer Certificate and the Business Day after the date of receipt of such Transfer Certificate by the Borrower: 27.3.2.1 to the extent that in such Transfer Certificate the Transferor seeks to transfer its rights and novate its obligations under the Financing Documents, the Borrower and the Transferor shall each be released from further obligations to the other under the Financing Documents and their respective rights against each other shall be cancelled (such rights and obligations being referred to in this Clause 27 as "cancelled rights and obligations"); 27.3.2.2 the Borrower and the Transferee shall each assume obligations towards each other and/or acquire rights against each other which differ from such cancelled rights and obligations only insofar as the Borrower and the Transferee have assumed and/or acquired the same in place of the Borrower and the Transferor; and 27.3.2.3 all parties shall acquire the same rights and assume the same obligations with the Transferee between themselves as they would have acquired and assumed had the Transferee been an original party to each of the Financing Documents instead of the Transferor with the rights and/or obligations acquired or assumed by it as a result of such transfer. 27.3.3 Any costs (including legal fees and stamp duty) incurred by the Transferor or the Transferee in connection with the preparation of the Transfer Certificate and/or otherwise in connection with such transfer assignment or sub-participation shall be borne by the Transferor or Transferee as may be agreed between themselves. 27.3.4 On the date upon which a transfer takes effect pursuant to Clause 27.3.2, the Transferee in respect of such transfer shall pay to the Agent for its own account a transfer fee of S$1,000. If any Revolving LoanTransferee fails to pay any transfer fee payable by it hereunder on the due date thereof, LOC Obligation or the Facility Agent may at any other obligation owing time deduct an amount equal to such Lender under this Credit Agreement through fee from any moneys from time to time held by the exercise Facility Agent for account of such Transferee. 27.3.5 Upon receipt of a right of setoffTransfer Certificate the Facility Agent shall forthwith deliver to the Security Agent, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from Borrower and the other Lenders a Participation Interest in copy of the Transfer Certificate. 27.3.6 Any such Revolving Loan, LOC Obligation assignee or other obligations in such amounts, and make such other adjustments from time to time, as transferee shall be equitable and be treated as the Lender and beneficiary for all purposes of the Financing Documents and shall be entitled to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the full benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest maythe Financing Documents, to the fullest same extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender it were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicable, exercise its rights an original party in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) or obligations assigned or transferred to share in the benefits of any recovery on such secured claimit.

Lenders. All holders of Pre-Petition Second Lien Notes, including the Lead Lenders, shall be provided the opportunity to subscribe as Lenders and fund the New Money Loans (as defined below) (the “New Money Commitments”) pursuant to procedures consistent with this Term Sheet and reasonably acceptable to Lead Lenders holding a majority in principal amount of the Commitments on the date hereof (the “Required Lead Lenders”) and the Borrower, including procedures allowing for affiliated holders of Pre-Petition Second Lien Notes (as defined below) to allocate New Money Commitments and Rolled-Up Loans (as defined below) among themselves in a manner that is consistent with the principles outlined below (the “Procedures”); provided, however, that, in any event, all Lead Lenders shall be offered an allocation of New Money Commitments and Rolled-Up Loans on the same basis. The Required Lead Lenders agree that the procedures set forth in the “Debtor’s Motion for an Order Authorizing (A) Procedures for the Solicitation of Second Lien Noteholders to Participate in the Proposed Supplement Postpetition Financing and (B) the Conduct of the Solicitation” (the “Procedures Motion”) filed with the Bankruptcy Court on December 6, 2012, are acceptable to the Lead Lenders, it being understood that any procedures adopted by the Borrower for the conduct of the solicitation not expressly set forth in the Procedures Motion must be reasonably acceptable to the Required Lead Lenders in accordance with the first sentence of this paragraph. Each holder of Pre-Petition Second Lien Notes, including the Lead Lenders, shall be permitted to subscribe for New Money Commitments in an amount up to the principal amount of Pre-Petition Second Lien Notes it holds as of the last date specified by the Borrower for the submission of subscriptions in accordance with the Procedures (the “Record Date”) (such initial New Money Commitment allocations, the “Initial Commitment Amounts” and, any holder of Pre-Petition Second Lien Notes who subscribes for an Initial Commitment Amount, an “Initial Participating Holder”).1 To the extent that the Initial Commitment Amounts equals or exceeds $455,000,000, the New Money Commitments will be allocated to each Initial Participating Holder ratably based on its Initial Commitment Amount. At the time of such subscription, each Initial Participating Holder may also elect to provide additional New Money Commitments to the extent that the Initial Commitment Amounts aggregate to less than $455,000,000 (the difference between $455,000,000 and the total Initial Commitment Amounts, the “Shortfall Amount”), up to an amount designated by such Initial Participating Holder to cover the Shortfall Amount (any such designated amount, an “Additional Commitment” and, any Initial Participating Holder with an Additional Commitment, a “Secondary Backstop Party”). The decision of each holder of Pre-Petition Second Lien Notes as to whether to provide an Initial Commitment or Additional Commitment will be made at the time it chooses to submit (or not submit) a valid Letter of Transmittal in accordance with the Procedures. The Shortfall Amount shall be allocated to each Secondary Backstop Party ratably based on the principal amount of Pre-Petition Second Lien Notes it holds as of the Record Date (but not to exceed its Additional Commitment) in a manner consistent with Annex III; provided that, in the event that any Lender the New Money Loans are not fully subscribed for after completion of such procedure, each Lead Lender, who has been allocated New Money Commitments in an amount less than their Commitment, shall obtain payment in respect of any Revolving Loan, LOC Obligation or any other obligation owing be deemed to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or have made New Money Commitments and shall provide additional New Money Loans pursuant to a secured claim under Section 506 the terms of their Commitments set forth in the Bankruptcy Code or other security or interest arising from, or Commitment Letter in lieu of, such secured claim, received order to provide the Borrower the full amount of New Money Loans contemplated by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit AgreementTerm Sheet. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restoredIn consideration for funding New Money Loans, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return be permitted to roll-up obligations under its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restoredPre-Petition Second Lien Notes into Rolled-Up Loans. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the aggregate amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection Rolled-Up Loans will be no greater than $375,000,000 (a) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim determined in a manner consistent with the rights illustrative scenarios set forth on Annex III), which shall be allocated to each Lender on a pro rata basis based on New Money Loans funded 1 For the avoidance of doubt, any Lead Lender who is an Initial Participating Holder shall be permitted to subscribe for an Initial Commitment Amount equal to such Lead Lender’s principal amount of Pre-Petition Second Lien Notes as of the Record Date, regardless of whether such principal amount is less than or greater to the principal amount of Pre-Petition Second Lien Notes it owns as of the date hereof. (but not to exceed the principal amount of Pre-Petition Second Lien Notes it holds on the Record Date) in a manner consistent with Xxxxx XXX. For greater clarity, the aggregate amount of Rolled-Up Loans and the allocation of Rolled-Up Loans at various levels of participation by holders of Pre-Petition Second Lien Notes in the New Money Loans are set forth on Annex III. Type, Amount and Maturity: A junior term loan facility (the “Junior DIP Facility”) in the aggregate principal amount of up to $830,000,000, consisting of (i) first lien term loans in the aggregate principal amount of $455,000,000 of new money (the “New Money Loans”) and (ii) junior lien term loans (such loans, the “Rolled-Up Loans”; together with the New Money Loans, the “Loans”) in the aggregate principal amount of up to $375,000,000 issued to the Lenders in exchange for amounts outstanding due the Lenders under this subsection the Borrower’s (ai) 10.625% Senior Secured Notes due March 15, 2019 issued under or in connection with that certain Indenture dated as of March 15, 2011 and (ii) 9.75% Senior Secured Notes due March 1, 2018 issued under or in connection with that certain Indenture dated as of March 5, 2010 (collectively, and as amended prior to share the Petition Date, the “Pre-Petition Second Lien Notes”). The Junior DIP Facility will mature and shall be paid in full in cash on the date (the “Maturity Date”) that is the earliest to occur of (i) September 30, 2013, (ii) the effective date (the “Effective Date”) of the chapter 11 plan for the reorganization of the Borrower (the “Chapter 11 Plan”), to the extent amounts outstanding under the Junior DIP Facility are not converted into exit term loans as described below, and (iii) the acceleration of the Loans in accordance with the Definitive Financing Documentation. Notwithstanding anything in the benefits immediately preceding paragraph to the contrary, the Junior DIP Facility may be converted into an exit facility with a maturity date that is the date that is five (5) years from the Maturity Date provided that (i) the Borrower shall be in compliance as of the Effective Date with the financial tests set forth on Annex I attached hereto, (ii) the Effective Date shall have occurred no later than September 30, 2013 pursuant to an order the terms of which that are material to their interests as lenders under the Junior DIP Facility are reasonably acceptable to counsel to the Lead Lenders, (which order be in full force and effect and shall not have been reversed, vacated or modified or stayed), provided that terms of the final order that are substantially consistent with parameters to be set forth in the Definitive Financing Documentation shall be deemed to be reasonably acceptable, (iii) no default or event of default shall have occurred and be continuing under the Junior DIP Facility (on a pro forma basis after giving effect to the consummation of the Chapter 11 Plan), (iv) there shall have occurred the sale or disposition, in whole or in part, of any recovery combination of (A) the assets and businesses to be sold in the transaction assigned the code name “Rockford”, (B) the assets and businesses to be sold in the transaction assigned the code name “Walden” and/or (C) trademarks, trademark licenses, domain names and related intellectual property assets and materials (provided that rights to such trademarks and other assets reasonably necessary to the operation of the commercial imaging business shall be retained by the Company) (the sale or disposition of any of the foregoing, a “Specified Sale”), for an aggregate gross cash purchase price (for the U.S. and non-U.S. portions of those assets and businesses taken together) at consummation of not less than $600 million (the “Minimum Proceeds Amount”); provided that, unless the Required Lead Lenders consent otherwise, the Specified Sale shall include the sale or disposition of the assets and businesses to be sold in the transactions assigned the code names “Rockford” and “Walden,” (v) $200 million in principal amount of New Money Loans shall have been repaid in full in cash (with proceeds of a Specified Sale or otherwise), (vi) there shall have been an additional repayment of Loans in an amount equal to 75% of U.S. liquidity above $200 million on such secured claimthe Effective Date after giving pro forma effect to the restructuring and all payments contemplated in the Chapter 11 Plan, (vii) no Material Adverse Effect (as defined below) shall have occurred since the date of approval by the Bankruptcy Court of the disclosure statement (the “Disclosure Statement”) for the Chapter 11 Plan, (viii) the holders of New Money Loans that are converted to an exit facility shall have received a 2% fee (payable in kind) (the “Exit Fee”) and (ix) resolution of all obligations owing in respect of the Kodak Limited UK pension scheme (the “UK Pension Scheme”) on terms reasonably satisfactory to the Required Lead Lenders shall have occurred.

Lenders. The Lenders agree that(a) Subject to the terms and conditions set forth herein, each Continuing Term Lender agrees (i) to convert the outstanding principal amount of its Existing Term Loans to New Term Loans on the Amendment No. 1 Effective Date, (ii) to fund New Term Loans on the Amendment No. 1 Effective Date in an aggregate principal amount equal to its Funding Term Commitment and (iii) to the terms of the Amended Credit Agreement. (b) Subject to the terms and conditions hereof, each New Term Lender agrees (i) to fund New Term Loans on the Amendment No. 1 Effective Date in an aggregate principal amount equal to its Funding Term Commitment and (ii) to the terms of the Amended Credit Agreement. (c) Subject to the terms and conditions hereof, each Person that executes and delivers a signature page to this Agreement and has a Revolving Commitment under the Amended Credit Agreement as of the Amendment No. 1 Effective Date agrees to the terms of the Amended Credit Agreement. (d) Each Lender hereby agrees that notwithstanding anything herein or in the event Credit Agreement, the Amended Credit Agreement or the other Loan Documents to the contrary, each Lender acknowledges that any Lender shall obtain payment in respect no occurrence of any Revolving LoanDefault or Event of Default, LOC Obligation exercise of any remedy in connection therewith or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received action taken by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) the Existing Credit Agreement prior to share in the benefits effectiveness of any recovery the Amended Credit Agreement shall reduce, terminate or otherwise impair its obligations to make the Acquisition-Related Extensions of Credit on such secured claim.the Amendment No. 1

Lenders. The Lenders agree that, Borrower hereby agrees to execute and deliver to each Lender that requests same a Revolving Note in the event that any form of Exhibit A-2 to evidence the Revolving Loans made by each such Lender shall obtain payment in respect of any Revolving Loan, LOC Obligation or any other obligation otherwise owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 the Bank Assignment Agreement or Sections 2.12 or 11.6 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower acknowledges and agrees that any Lender so purchasing such a Participation Interest may, (i) the portion of the payment made on the Effective Date pursuant to Section 3(a) of the Bank Assignment Agreement by BofA and DBTCA to or for the account of certain of the other banks and other financial institutions party to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, Existing Credit Agreement with respect to the purchase of the outstanding revolving loans made to the Borrower under the Existing Credit Agreement held by such participation as fully as if such Lender were banks and other financial institutions shall be deemed to constitute a holder Revolving Loan requested by and made to the Borrower on the Effective Date in the amount of $101,828,278.82, (ii) the revolving loans made by BofA and DBTCA under the Existing Credit Agreement outstanding on the Effective Date shall be deemed to constitute a Revolving Loan requested by and made to the Borrower on the Effective Date in the amount of the aggregate outstanding principal balance of such revolving loans on the Effective Date, (iii) the excess, if any, of (1) the aggregate of (x) the portion of the payment made on the Effective Date pursuant to Section 3(a) of the Bank Assignment Agreement by BofA and DBTCA to certain of the other banks and other financial institutions party to the Existing Credit Agreement with respect to the purchase of the outstanding term loans made to the Borrower under the Existing Credit Agreement held by such banks and other financial institutions and (y) the term loans made by BofA and DBTCA under the Existing Credit Agreement outstanding on the Effective Date over (2) $150,000,000, shall be deemed to constitute a Revolving Loan, LOC Obligation or other obligation Loan requested by and made to the Borrower on the Effective Date in the amount of such Participation Interest. If under any applicable bankruptcyexcess (and such excess portion shall no longer constitute term loans or Term Loans hereunder), insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (aiv) applies, such Lender shall, the Revolving Loans deemed requested and made on the Effective Date pursuant to the extent practicable, exercise its rights in respect foregoing clauses (i) through (iii) shall initially be maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such secured claim in Revolving Loans pursuant to Section 4.3) and (v) a manner consistent with the rights portion of the Revolving Loans deemed requested and made on the Effective Date pursuant to the foregoing clauses (i) through (iii) shall be assigned by BofA and DBTCA to the other Revolving Credit Lenders under this subsection (a) on the Effective Date pursuant to share in the benefits of any recovery on such secured claimSection 2.12.

Lenders. The Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders agree thatand shall be binding upon the Loan Parties, in the event that any Lender shall obtain payment in respect Lenders, the Administrative Agent and all future holders of the Loans. In the case of any Revolving Loanwaiver, LOC Obligation the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other obligation owing to such Lender under this Credit Agreement through the exercise Default or Event of a right of setoff, banker’s lien or counterclaimDefault, or impair any right consequent thereon. Notwithstanding the foregoing, this Agreement may be amended to the extent necessary to facilitate the making of Incremental Revolving Loans in an aggregate principal amount of up to $250,000,000100,000,000 pursuant to a secured claim under Section 506 Sections 2.1(c) and 2.2(b) and matters related thereto upon (a) execution and delivery by the Borrower, the Administrative Agent and each Lender providing Incremental Revolving Loans of an Increased Term Facility Activation Notice or an Increased Revolving Facility Activation Notice, as the case may be, and (b) delivery of such other documents with respect thereto as the Administrative Agent may reasonably request. In addition, notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Bankruptcy Code Required Lenders, the Administrative Agent and the Borrower (a) to add one or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess more additional credit facilities to this Agreement and to permit the extensions of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments credit from time to time, as shall be equitable time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the end that all benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders share holding such payment credit facilities in accordance any determination of the Required Lenders and Majority Facility Lenders. In addition, nNotwithstanding the foregoing, this Agreement may be amended with their respective the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term LoansRevolving Commitments (as defined below) to permit the refinancing, replacement or modification of all (but not less than all) outstanding Term Loans (“Refinanced Term LoansRevolving Commitments (“Replaced Revolving Commitment PercentagesCommitments”) with a replacement term loanrevolving facility hereunder (“Replacement Term LoansRevolving Commitments”), as provided provided, that (ai) the aggregate principal amount of such Replacement Term LoansRevolving Commitments shall not exceed the aggregate principal amount of such Refinanced Term Loans, plus any reasonable fees and expenses actually paid and accrued and unpaid interest and premium paid in this Credit Agreement. The Lenders further agree that if payment to connection with any such Lender obtained by such Lender through refinancing, replacement or modificationthe Replaced Revolving Commitments, (bii) the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared Applicable Margin for the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, loans with respect to such participation as fully as if Replacement Term LoansRevolving Commitments shall not be higher than the Applicable Margin for such Lender were a holder Refinanced Term Loans, (c) the weighted average life to maturity of such Revolving Loan, LOC Obligation or other obligation in Replacement Term Loans shall not be shorter than the amount weighted average life to maturity of such Participation Interest. If under any Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable bankruptcyto such Replacement Term Loans shall be substantially identical to, insolvency or other similar lawless favorable to the Lenders providing such Replacement Term Loans than, any Lender receives a secured claim in lieu of a setoff those applicable to which this subsection (a) appliessuch Refinanced Term Loans, such Lender shall, except to the extent practicablenecessary to provide for covenants and other terms applicable to any period after the latest final maturity of the relevant Term Loans in effect immediately prior to such refinancing. The election by any Lender to provide or participate in the Replacement Term Loans shall not obligate any other Lender to so provide or participate. The Borrower shall pay to any Lender who elects not to provide or participate in any Replacement Term Loans an amount equal to the relevant outstanding Term Loans (plus any accrued and unpaid interest or other amounts due in connection therewith) held by such Lender prior to or simultaneously with any refinancing, exercise its rights in replacement or modification of relevant outstanding Term Loans hereunder.the loans with respect to such Replaced Revolving Commitments, (iii) the termination date of such secured claim in a manner consistent with Replacement Revolving Commitments shall be no earlier than the rights termination date of the Lenders under this subsection Replaced Revolving Commitments and (aiv) to share in the benefits outstanding Loans of any recovery on such secured claim.Lender that will not hold a Replacement Revolving Commitment shall be paid in 104 509265-1832-141352041-Active.21575686.1328267668.14

Lenders. The Lenders agree that(a) On the Amendment No. 5 Effective Date and subject to the terms and conditions set forth herein and in the Amended Credit Agreement: (i) each Cashless Option Term A-2 Lender party hereto hereby agrees to convert all (or such lesser amount as the Amendment No. 5 Arrangers, together with the Administrative Agent, may allocate) of its Term A-2 Loans into Term A-3 Loans pursuant to Section 2.01(h) of the Amended Credit Agreement; and (ii) each Revolving Credit Lender that executes and delivers a Consent hereby agrees to roll over its existing Revolving Credit Commitment into a like principal amount of a Tranche A-2 Revolving Commitment (and, in the event that any Lender shall obtain payment in respect case of any Revolving LoanCredit Loan that is outstanding on the Amendment No. 5 Effective Date, LOC Obligation or such Revolving Credit Loan shall be cashlessly repaid with the proceeds of a new Revolving Credit Loan in equal amount made under the Tranche A-2 Revolving Commitment) and hereby agrees to the termination of all Revolving Credit Commitments that were outstanding on the Amendment No. 5 Effective Date prior to giving effect to this Amendment and waives any other obligation owing notice requirement under Section 2.06(a) of the Credit Agreement in connection therewith on the Amendment No. 5 Effective Date. Such parties shall, effective on the Amendment No. 5 Effective Date, automatically become parties to such the Amended Credit Agreement as a Lender. Each Lender under this the Credit Agreement through that executes and delivers a Consent agrees that to the exercise of a right of setoffextent its Term A-2 Loans or Revolving Credit Loans, banker’s lien or counterclaimas applicable, or pursuant under the Credit Agreement are being repaid on the Amendment No. 5 Effective Date it waives any amounts it may be entitled to a secured claim under Section 506 3.05 of the Bankruptcy Code or other security or interest arising from, or Credit Agreement in lieu of, connection with such secured claim, received by such Lender repayment. The Lenders hereby waive any notice requirement under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, Section 2.05(a) of the Credit Agreement in excess connection with the prepayment of its pro rata share of such payment as provided the Term A-2 Loans on the Amendment No. 5 Effective Date. (b) On the Amendment No. 5 Effective Date and subject to the terms and conditions set forth herein and in this the Amended Credit Agreement, each Incremental Tranche A-2 Revolving Lender hereby agrees that, on the Amendment No. 5 Effective Date, the Incremental Tranche A-2 Revolving Commitments of such Incremental Tranche A-2 Revolving Lender shall promptly purchase from become effective and the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as Credit Commitments shall be equitable to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained deemed increased by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of the Incremental Tranche A-2 Revolving Commitments of such Participation InterestIncremental Tranche A-2 Revolving Lenders in the amounts set forth under the caption “Incremental Tranche A-2 Revolving Credit Commitments” on Exhibit C hereto. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender Such parties shall, effective on the Amendment No. 5 Effective Date, automatically become parties to the extent practicable, exercise its rights in respect of such secured claim in Amended Credit Agreement as a manner consistent with the rights of the Lenders under this subsection (a) to share in the benefits of any recovery on such secured claimLender.

Lenders. The Lenders agree thatEach Cashless Option Lender and Xxxxxx Xxxxxxx Senior Funding, Inc. (in its capacity as the Additional Term B-1 Lender party hereto) hereby agrees, on the Amendment No. 1 Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to (i) the cashless repayment of all (or such lesser amount as the Arrangers, together with the Administrative Agent, may allocate) of its Domestic Term Loans and automatic relending of the proceeds thereof to the Domestic Borrowers as Domestic Term B-1 Loans or (ii) make Domestic Term B-1 Loans, as applicable. Each Revolving Lender that executes and delivers a Consent hereby agrees, on the Amendment No. 1 Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to roll over its existing Revolving Commitment into a like principal amount of a Tranche A Revolving Commitment (and, in the event that any Lender shall obtain payment in respect case of any Revolving LoanLoan that is outstanding on the Amendment No. 1 Effective Date, LOC Obligation or any other obligation owing such Revolving Loan shall be cashlessly repaid with the proceeds of a new Revolving Loan in equal amount made under the Tranche A Revolving Commitment). Such parties shall, effective on the Amendment No. 1 Effective Date, automatically become parties to such the Amended Credit Agreement as a Lender. Each Lender under this the Credit Agreement through the exercise of that executes and delivers a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower Consent agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicableits Term Loans or Revolving Loans, exercise its rights in respect of such secured claim in a manner consistent with as applicable, under the rights Credit Agreement are being repaid on the Amendment No. 1 Effective Date it waives any amounts it may be entitled to under Section 2.14 of the Lenders under this subsection (a) to share Credit Agreement in the benefits of any recovery on connection with such secured claimrepayment.

Lenders. (a) The Lenders agree thaton the Closing Date shall be the Lenders set forth on SCHEDULE 1 on the Closing Date. (b) At the request of Borrower not more than one time prior to the Termination Date, in Agent may increase the event that Total Commitment by (x) admitting additional Lenders hereunder (each a "SUBSEQUENT LENDER"), or (y) increasing the Commitment of any Lender shall obtain payment in respect of any Revolving Loan(each an "INCREASING LENDER"), LOC Obligation or any other obligation owing subject to the following conditions: (i) Each Subsequent Lender is a commercial bank and/or a financial institution approved by Agent (such Lender under this Credit Agreement through approval not to be unreasonably withheld); (ii) Borrower executes (A) new Notes payable to the exercise order of a right of setoff, banker’s lien or counterclaimSubsequent Lender, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable (B) replacement Notes payable to the end that all order of an Increasing Lender; (iii) Borrower pays to Agent, for the account of Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, and for distribution to the fullest extent permitted by lawapplicable Subsequent Lender or Increasing Lender as Agent shall determine, exercise all rights of payment, including setoff, banker’s lien or counterclaim, fees with respect to such participation as fully as if such an increase in the Total Commitment payable pursuant to any fee letter between Borrower and Agent; (iv) Each Subsequent Lender were executes a holder signature page to this Agreement; (v) After giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the aggregate face amount of the Total Commitment does not exceed $100,000,000; (vi) The increase in the Total Commitment shall be in the minimum amount of $20,000,000.00 or a greater integral multiple of $5,000,000.00; CREDIT AGREEMENT (vii) No admission of any Subsequent Lender shall increase the Commitment of any existing Lender without the consent of such Revolving LoanLender; and (viii) Agent shall have approved the admission of each Subsequent Lender and the increase of an Increasing Lender, LOC Obligation such consent to be on terms and conditions acceptable to Agent in its sole discretion. After the admission of any Subsequent Lender or other obligation the increase in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) to share in the benefits Commitment of any recovery on such secured claimIncreasing Lender, Agent shall provide to each Lender a new SCHEDULE 1 to this Agreement.

Lenders. The Lenders agree thatBy the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the U.S. Lenders, the Issuing Lender shall be deemed to have granted to each U.S. Lender, and each U.S. Lender shall be deemed to have purchased, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the event Risk Participation Liability of such Letter of Credit, and each such U.S. Lender agrees to pay to Agent, for the account of the Issuing Lender, such U.S. Lender's Pro Rata Share of any payments made by the Issuing 61 Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each U.S. Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such U.S. Lender's Pro Rata Share of each L/C Disbursement made on account of U.S. Borrowers by the Issuing Lender and not reimbursed by the applicable U.S. Borrower or U.S. Borrowers on the date due as provided in clause (a) of this Section, or of any reimbursement payment required to be refunded to any U.S. Borrower for any reason. Each U.S. Lender acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share of each L/C Disbursement made by the Issuing Lender pursuant to this Section 2.11(b) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Lender shall obtain payment fails to make available to Agent the amount of such Lender's Pro Rata Share of each L/C Disbursement on account of U.S. Borrowers made by the Issuing Lender in respect of any Revolving Loan, LOC Obligation or any other obligation owing to such Lender under this Letter of Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit AgreementSection, such U.S. Lender shall promptly purchase from be deemed to be a Defaulting Lender and Agent (for the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as account of the Issuing Lender) shall be equitable entitled to the end that all the Lenders share recover such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any amount on demand from such U.S. Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such thereon at the Defaulting Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation Rate until paid in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) to share in the benefits of any recovery on such secured claimfull.

Lenders. The SUNTRUST BANK, as Administrative Agent, Issuing Bank, as Swingline Lender and as a Lender By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Vice President BANK OF AMERICA, N.A., as Syndication Agent and a Lender By: /s/ Kxx Xxxxxxx Name: Kxx Xxxxxxx Title: Senior Vice President CITIBANK, N.A., as a Lender By: /s/ Axxxxx Xxxxxxx Name: Axxxxx Xxxxxxx Title: Vice President Reference is hereby made to that certain First Amended and Restated Credit Agreement dated as of September 30, 2005 among Cxxxxxxx & Company, Cxxxxxxx & Company International, Inc., the Lenders agree thata party thereto and SunTrust Bank, as Administrative Agent, as amended (as so amended, the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the event Credit Agreement). Crawford hereby (i) reaffirms its continuing obligations owing to the Collateral Agent (as defined in the Pledge Agreement) and the Lenders under the Pledge Agreement and (ii) confirms that the liens and security interests created by the Pledge Agreement continue to secure the Pledged Obligations (as defined in the Pledge Agreement). Each of the undersigned Loan Parties hereby reaffirms its continuing obligations owing to the Administrative Agent and the Lenders under each of the other Loan Document (including, without limitation, the Notes and the Subsidiary Guaranty Agreement) to which such Person is a party, and each Loan Party agrees that the amendments contained in Amendment No. 3 to First Amended and Restated Credit Agreement dated as of the date hereof shall not in any Lender shall obtain payment in respect way affect the validity and/or enforceability of any Revolving Loansuch other Loan Document, LOC Obligation or reduce, impair or discharge the obligations of such Person thereunder. Each of the undersigned Loan Parties hereby represents and warrants to the Collateral Agent, the Administrative Agent and the Lenders that: (a) the execution and delivery by the Loan Parties of this Reaffirmation is within the power (corporate or otherwise) and authority of the Loan Parties, has been duly authorized and approved by all requisite action on the part of the Loan Parties, and does not and will not contravene, breach or conflict with any provision of applicable law or any of the charter or other obligation owing to such Lender under this Credit Agreement through organic documents of the exercise of a right of setoff, banker’s lien or counterclaimLoan Parties, or pursuant to a secured claim under Section 506 any indenture, agreement, instrument or undertaking binding on the Loan Parties; (b) this Reaffirmation has been duly executed by the Loan Parties; (c) the Loan Documents remain in full force and effect and constitute the legal, valid and binding obligations of the Bankruptcy Code or other security or interest arising fromLoan Parties, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment enforceable in accordance with their respective Revolving Commitment Percentagesterms, except as provided in this Credit Agreement. The Lenders further agree that if payment limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditor’s rights; and (d) all of the Obligations are absolute and unconditional, and such Obligations are not subject to any such Lender obtained by such Lender through the exercise of a claim, defense, deduction, right of setoff, banker’s lien, counterclaim offset or other event as aforesaid otherwise. This Reaffirmation shall be rescinded or must otherwise construed in accordance with and be restored, each Lender that shall have shared governed by the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit law (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, without giving effect to the fullest extent permitted by law, exercise all rights conflict of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (alaw principles thereof) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) to share in the benefits State of any recovery on such secured claimNew York.

Lenders. The Lenders agree that, in the event that any Lender shall obtain payment in respect of any Revolving Loan, LOC Obligation or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with their the respective Revolving Commitment PercentagesPercentages of the Lenders, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interestparticipation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) Section 3.14 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (a) Section 3.14 to share in the benefits of any recovery on such secured claim.

Lenders. The Lenders agree thatSILICON VALLEY BANK, in the event that any as Issuing Lender, Swingline Lender shall obtain payment in respect of any Revolving Loanand as a Lender By: /s/ Xxxxx X’ Xxxx Name: Xxxxx X’ Xxxx Title: Vice President HSBC BANK USA, LOC Obligation or any other obligation owing to such NATIONAL ASSOCIATION, as a Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: SVP This Compliance Certificate is delivered pursuant to a secured claim under Section 506 6.2(b) of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this that certain Credit Agreement, such Lender shall promptly purchase from dated as of December 18, 2015, by and among SILVER SPRING NETWORKS, INC., a Delaware corporation (the other “Borrower”), the Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amountsparty thereto, and make such other adjustments Silicon Valley Bank, as Administrative Agent (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, as the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall be equitable have the meanings given to them in the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment undersigned, a duly authorized and acting Responsible Officer of the Borrower, hereby certifies, in his/her capacity as an officer of the Borrower, and not in any personal capacity, as follows: I have reviewed and am familiar with the contents of this Compliance Certificate. I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made, or caused to any be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”). Except as set forth on Attachment 2, such Lender obtained review did not disclose the existence during or at the end of the accounting period covered by such Lender through the exercise Financial Statements, and I have no knowledge of a right the existence as of setoffthe date of this Compliance Certificate, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable condition or event which constitutes a Default or an Event of Default. Attached hereto as Attachment 3 are the computations showing compliance with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restoredthe covenants set forth in Section 7.1 of the Credit Agreement and other calculations required by the Credit Agreement. The Borrower agrees that any Lender so purchasing such a Participation Interest may, To the extent not previously disclosed to the fullest extent permitted by lawAdministrative Agent, exercise all rights a description of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation any change in the amount jurisdiction of such Participation Interestorganization of any Loan Party is as follows: [________________] or [None]. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, To the extent not previously disclosed to the extent practicableAdministrative Agent, exercise its rights in respect a list of such secured claim in a manner consistent with any patents, registered trademarks or registered copyrights issued to or acquired by any Loan Party since the rights date of the Lenders under this subsection (a) to share in the benefits of any recovery on such secured claim.most recent report delivered is as follows: [________________] or [None]

Lenders. The Lenders agree that, in the event that any Lender ------- shall obtain payment in respect of any Revolving Loan, LOC Obligation Obligation, Term Loan or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s 's lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation Obligation, Term Loan or other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker’s 's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation Obligation, Term Loan or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (aSection 2.21(a) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this subsection (aSection 2.21(a) to share in the benefits of any recovery on such secured claim.

Lenders. The Lenders agree that(a) On the Amendment No. 3 Effective Date and subject to the terms and conditions set forth herein and in the Amended Credit Agreement: (i) each Cashless Option Term A Lender party hereto hereby agrees to convert all (or such lesser amount as the Arrangers, together with the Administrative Agent, may allocate) of its Term A Loans into Term A-1 Loans pursuant to Section 2.01(d)(x) of the Amended Credit Agreement, (ii) each Cashless Option Term B Lender party hereto hereby agrees to convert all (or such lesser amount as the Arrangers, together with the Administrative Agent, may allocate) of its Term B Loans into Term A-1 Loans pursuant to Section 2.01(e)(x) of the Amended Credit Agreement, (iii) each Additional Term A-1 Lender agrees to make Refinancing Term A-1 Loans to the Borrower pursuant to Section 2.01(d)(y) of the Amended Credit Agreement, and (iv) each Revolving Credit Lender that executes and delivers a Consent hereby agrees to roll over its existing Revolving Credit Commitment into a like principal amount of a Tranche A Revolving Commitment (and, in the event that any Lender shall obtain payment in respect case of any Revolving LoanCredit Loan that is outstanding on the Amendment No. 3 Effective Date, LOC Obligation or any other obligation owing such Revolving Credit Loan shall be cashlessly repaid with the proceeds of a new Revolving Credit Loan in equal amount made under the Tranche A Revolving Commitment). Such parties shall, effective on the Amendment No. 3 Effective Date, automatically become parties to such the Amended Credit Agreement as a Lender. Each Lender under this the Credit Agreement through that executes and delivers a Consent agrees that to the exercise extent its Term A Loans, Term B Loans or Revolving Credit Loans, as applicable, under the Credit Agreement are being repaid on the Amendment No. 3 Effective Date it waives any amounts it may be entitled to under Section 3.05 of a right of setoff, banker’s lien or counterclaim, or the Credit Agreement in connection with such repayment. (b) On the Amendment No. 3 Effective Date and subject to the terms and conditions set forth herein and in the Amended Credit Agreement: (i) each Additional Term A-1 Lender hereby agrees to make Incremental Term A-1 Loans to the Borrower pursuant to a secured claim under Section 506 2.01(e)(y) of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided in this Amended Credit Agreement, and (ii) each Incremental Tranche A Revolving Lender hereby agrees that, on the Amendment No. 3 Effective Date, the Incremental Tranche A Revolving Commitments of such Incremental Tranche A Revolving Lender shall promptly purchase from become effective and the other Lenders a Participation Interest in such Revolving Loan, LOC Obligation or other obligations in such amounts, and make such other adjustments from time to time, as Credit Commitments shall be equitable to the end that all the Lenders share such payment in accordance with their respective Revolving Commitment Percentages, as provided in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained deemed increased by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender that shall have shared the benefit of such payment shall, by repurchase of a Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such Participation Interest. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this subsection (a) applies, such Lender shall, to the extent practicable, exercise its rights in respect Incremental Tranche A Revolving Commitments of such secured claim in a manner consistent with the rights of the Incremental Tranche A Revolving Lenders under this subsection (a) to share in the benefits of any recovery amounts set forth under the caption “Incremental Tranche A Revolving Credit Commitments” on such secured claimExhibit B hereto.