Common use of Lenders Clause in Contracts

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 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 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 case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 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 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 the 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, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.

Lenders. Pursuant to Section 2.14 of the Credit Agreement, and subject 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 Term B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute each Exchanging Term B-2 Loans for all purposes Lender (by executing a Lender New Commitment) irrevocably (A) agrees to the terms of the Credit Agreement this First Amendment 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 Amended Credit Agreement, (iiiB) be entitled agrees to all exchange (as set forth on its Lender New Commitment) the benefits afforded 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 (iv) without limiting the foregoing, benefit equally shall be subject to and ratably from each of the Guaranties and Liens created bound by the Security Documentsterms 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, each Term B-2 Lender hereby consents notwithstanding anything herein to the Incremental Amendment. (b) Each Revolving Credit Lender contrary, it is acknowledged and agreed 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 case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 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 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the inclusion as an “Additional Lender” Term Loans consisting of each of the Tranche B-1 Term Loans or Tranche 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 the 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, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving LenderLoans, as applicable, may of the Exchanging Term Lenders will be required to deliver 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 Amended Credit Agreement, and such Exchanged Term Loans shall be on the same terms (other than to the Administrative Agent pursuant to Section 3.01(eextent expressly provided in this First Amendment) of under the Credit AgreementLoan Documents as such Existing 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 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 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 case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 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 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 the 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, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.and

Lenders. Pursuant to Section 2.14 of (a) Each Cashless Option Lender and Additional Initial Term Lender hereby agrees, on the Credit Agreement, Amendment No. 4 Effective Date and subject to on the terms and conditions set forth herein and in the Amended Credit Agreement, on and to roll over or make, as of the Second Incremental Amendment Closing Date: (a) Each applicable, its Initial 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 Loans in accordance with Section 2.01(e) 2.1 of the Amended Credit Agreement. The Term B-2 Loans provided pursuant Such parties shall, effective on the Amendment No. 4 Effective Date, automatically become parties to this Incremental Amendment shall the Amended Credit Agreement as a Lender. By executing and delivering a Consent under the “Cashless Settlement Option”, each Cashless Option Lender (ia) constitute Term B-2 Loans for repre- sents, warrants and agrees that (i)(A) it has full power and authority, and has taken all purposes action necessary, to execute and deliver its Consent and to consummate the transactions contemplated hereby and thereby and to become a Lender under the Amended Credit Agreement in respect of its portion of the Initial Term Loans under the Amended Credit Agreement Agreement, and (B) neither its execution and delivery of the other Consent nor the consummation of the transactions contemplated hereby or thereby conflict with such Cashless Option Lender’s organizational documents or material contracts or with any applicable Loan Documentslaw, (ii) from and after the Amendment No. 4 Effective Date, it shall be subject to all bound by the provisions of the terms in the Amended 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 as a 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 (thereunder and, in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 of its Revolving Credit Loans under the 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 portion of the Credit Agreement in connection with such repayment. For the avoidance of doubtInitial Term Loans, 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 the Credit Agreement, continue to be a “Lender” for all purposes of, and subject to all have the obligations of a “Lender” under the Credit Agreement and the other Loan Documents Lender thereunder and (yiii) 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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 this Amendment and the other Loan DocumentsAmended Credit Agree- ment, together with copies of the most recent financial statements referred delivered pursuant to therein the Credit Agree- ment, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this its Consent and to accept the Initial Term Loans under the Amended Credit Agreement, on the basis of which it has made such analysis and decision independently and without reliance on Credit Suisse AG, Cayman Islands Branch (together with its affiliates, “Credit Suisse”), the Administrative Agent, the Additional Initial Term Lender, any arranger (including the Ar- rangers), any other Agent or any other Lender; and (iib) agrees that (i) it will, independently and without reliance upon on Credit Suisse, the Administrative Agent, the Arrangers Additional Initial Term Lender, any arranger (in- cluding the Arrangers), any other Agent or any other Lender or Agent Lender, 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; Documents, (iiiii) appoints and authorizes the Administrative Agent to take such action as 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a Lender. The Borrower Lender thereunder, and the Administrative Agent (iii) it hereby consentirrevocably appoints, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the inclusion as an “Additional Lender” of each of the Term B-2 Lenders designates 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 the 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 authorizes the Administrative Agent and the Borrower all Collateral Agent to take such formsaction on its behalf under the provisions of the Amended Credit Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Amended Credit Agreement or any other Credit Document, certificates or other evidence together with such powers (b) The Existing Term Loans of each Existing Lender under the Credit Agreement (including any Converting Term Lender) shall, immediately upon the Amendment No. 4 Effective Date, be deemed repaid in full (together with any unpaid fees and interest accrued thereon (including, with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving LenderExisting Lenders that are not Converting Lenders, as applicable, may be required to deliver to the Administrative Agent funding losses payable pursuant to Section 3.01(e) 2.11 of the Amended Credit Agreement.)) with the Amendment No. 4

Lenders. Pursuant to Section 2.14 of (a) On the Credit Agreement, 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, on and as of the Second Incremental Amendment Closing Date:and (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 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 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 case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing No. 3 Effective Date, 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 the Amended Credit Agreement as a Lender. Each Revolving Lender under the Credit Lender Agreement that executes and delivers a Consent agrees that to the extent its Term A Loans, Term B Loans or Revolving Credit Loans Loans, as applicable, under the Credit Agreement are being repaid on the Second Incremental Amendment Closing No. 3 Effective Date it waives any 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. (cb) Each 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 Section 2.01(e)(y) 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 the Amended 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents.and (dii) Each of the undersigned Lenders providing a each Incremental Tranche A Revolving CommitmentLender hereby agrees that, on the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 DocumentsNo. 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 3 Effective Date, the Borrower Incremental Tranche A Revolving Commitments of such Incremental Tranche A Revolving Lender shall become effective and the Revolving Credit Commitments shall be deemed to have consented to an assignment to any Lender if increased by the amount of the Incremental Tranche A Revolving Commitments of such Lender was previously identified Incremental Tranche A Revolving Lenders in the initial allocations of amounts set forth under the Term B-2 Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing caption “Incremental Tranche A Revolving Credit Commitments” on or prior to the Second Incremental Amendment Closing DateExhibit B hereto. (f) Each Term B-2 Lender and Additional Revolving Lender shall deliver herewith to the Administrative Agent and the Borrower all such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.

Lenders. Pursuant to Section 2.14 of the Credit Agreement, and subject (a) Subject to the terms and conditions set forth herein and in herein, each Continuing Term Lender agrees (i) to convert the Credit Agreement, on and as outstanding principal amount of the Second Incremental Amendment Closing Date: (a) Each its Existing Term B-2 Lender hereby agrees Loans to make a New Term B-2 Loan to the Borrower Loans on the Second Incremental Amendment Closing 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 B-2 Commitment pursuant to and in accordance with Section 2.01(e) of the Credit Agreement. The 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 terms 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 AmendmentAmended Credit Agreement. (b) Each Revolving Credit Subject to the terms and conditions hereof, each New Term Lender that executes and delivers a Consent hereby agrees (i) to roll over its existing Revolving Credit Commitment into a like fund New Term Loans on the Amendment No. 1 Effective Date in an aggregate principal amount of a Tranche A Revolving equal to its Funding Term Commitment and (and, in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 ii) to the extent its Revolving Credit Loans under the 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 terms of the Amended 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 AmendmentAgreement. (c) Each of Subject to the undersigned Term B-2 Lenders, the Administrative Agent terms 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 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 doubtconditions hereof, each Additional Revolving Lender Person that executes and delivers a signature page to this Incremental Agreement and has a Revolving Commitment under the Amended Credit Agreement as of the Amendment hereby consents No. 1 Effective Date agrees to the Incremental Amendmentterms of the Amended Credit Agreement. (ed) 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 documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) hereby agrees that it will, independently and without reliance upon the Administrative Agent, the Arrangers notwithstanding anything herein 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 agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and or the other Loan Documents as are delegated to the Administrative Agent contrary, each Lender acknowledges that no occurrence of any Default or Event of Default, exercise of any remedy in connection therewith or any other action taken by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of Lenders under the Existing Credit Agreement, to the 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 the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or Agreement 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, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) effectiveness of the Amended Credit Agreement.Agreement shall reduce, terminate or otherwise impair its obligations to make the Acquisition-Related Extensions of Credit on the Amendment No. 1

Lenders. Pursuant SILICON VALLEY BANK, as Issuing Lender, Swingline Lender and as a Lender By: /s/ Xxxxx X’ Xxxx Name: Xxxxx X’ Xxxx Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: SVP This Compliance Certificate is delivered pursuant to Section 2.14 6.2(b) of the that certain Credit Agreement, dated as of December 18, 2015, by and subject among SILVER SPRING NETWORKS, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto, and Silicon Valley Bank, as Administrative Agent (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms and conditions set forth herein and defined in the Credit Agreement, on Agreement and as of used herein shall have the Second Incremental Amendment Closing Date: (a) Each Term B-2 Lender hereby agrees meanings given to make a Term B-2 Loan to the Borrower on the Second Incremental Amendment Closing Date them 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 Term B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute Term B-2 Loans for all purposes undersigned, a duly authorized and acting Responsible Officer of the Credit Agreement and the other applicable Loan DocumentsBorrower, (ii) be subject to all hereby certifies, in his/her capacity as an officer 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 DocumentsBorrower, and (iv) without limiting the foregoingnot in any personal capacity, benefit equally as follows: I have reviewed 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 case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, such Revolving Credit Loan shall be cashlessly repaid am familiar 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 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 contents of this Incremental Amendment and Compliance Certificate. I have reviewed the occurrence terms 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 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 have made, or caused to 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 (y) in the case “Financial Statements”). Except as set forth on Attachment 2, such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence as of the date of this Compliance Certificate, of any Term B-2 Lender that is not condition or event which constitutes a Default or an existing Lender under Event of Default. Attached hereto as Attachment 3 are the Credit Agreement, be deemed to be, and shall become, a “Lender” for all purposes of, and subject to all computations showing compliance with the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (x) covenants set forth 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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 Section 7.1 of the Credit Agreement and other calculations required by the other Loan Documents, together with copies of Credit Agreement. To the financial statements referred extent not previously disclosed to therein and such other 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, a description of any change in the Arrangers jurisdiction of organization of any Loan Party is as follows: [________________] or any other Lender or Agent and based on such documents and information as it shall deem appropriate at [None]. To the time, continue to make its own credit decisions in taking or extent not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated previously disclosed to the Administrative Agent Agent, a list of any patents, registered trademarks or registered copyrights issued to or acquired by any Loan Party since the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all date of the obligations which by the terms of the Credit Agreement are required to be performed by it most recent report delivered is as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 follows: [________________] 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 the 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, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.[None]

Lenders. Pursuant ZIONS BANCORPORATION, N.A. DBA AMEGY BANK as Administrative Agent, Swingline Lender, Issuing Bank and as a Lender By: /s/ Lauren Page Lauren Page Vice President XXXXX BANK, as a Lender By: /s/ Jxxx Xxxxxxxxxxx Name: Jxxx Xxxxxxxxxxx Title: Vice President HXXXXXX XXXXXXX BANK, as a Lender By: /s/ Exxx Xxxxxxxx Name: Exxx Xxxxxxxx Title: Senior Vice President As an inducement to Section 2.14 Administrative Agent and Lenders party thereto to execute, and in consideration of Administrative Agent’s and such Lenders’ execution of, the Increase Agreement dated as of December 27, 2019 (the “Agreement”) (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I of the Agreement), among Stellus Capital Investment Corporation, a Maryland corporation, the Lenders party thereto, and Zions Bancorporation, N.A. dba Amegy Bank, as Administrative Agent, each of the undersigned Subsidiary Guarantors hereby consents to the Agreement, and agrees that the Agreement shall in no way release, diminish, impair, reduce or otherwise adversely affect the obligations and liabilities of the undersigned under any Guarantee and Security Agreement executed by the undersigned in connection with the Credit Agreement, or under any Loan Documents, agreements, documents or instruments executed by the undersigned to create liens, security interests or charges to secure any of the Guaranteed Obligations (as defined in the Guarantee and subject Security Agreement), all of which are in full force and effect. Each of the undersigned further represents and warrants to Administrative Agent and the Lenders that, after giving effect 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 the representations and warranties in each Loan Document to make which the undersigned is a Term B-2 Loan to the Borrower on the Second Incremental Amendment Closing Date party are true and correct 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 Term B-2 Loans provided pursuant to this Incremental Amendment shall all material respects (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 (andor, in the case of any Revolving Credit Loan that portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the date of the Agreement as if made on and as of the date of the Agreement (or, if any such representation or warranty is outstanding on expressly stated to have been made as of a specific date, as of such specific date), and (b) no Default or Event of Default has occurred and is continuing. Each undersigned Subsidiary Guarantor agrees to be bound by the Second Incremental Amendment Closing Dateterms, such Revolving Credit Loan conditions, covenants and agreements in the Agreement. This Consent and Agreement is executed as of the date of the Agreement and 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 amounts it may be entitled to under Section 3.05 binding upon each 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 the Credit Agreement, continue to be a “Lender” for all purposes ofundersigned, and subject to all the obligations of a “Lender” under the Credit Agreement their respective successors and the 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 beassigns, and 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. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 inure 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 benefit of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other 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 Lenders, and based their successors and assigns. [Signatures 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 the 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 DateFollowing Pages. (f) Each Term B-2 Lender and Additional Revolving Lender shall deliver herewith to the Administrative Agent and the Borrower all such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.]

Lenders. Pursuant 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 Section 2.14 that certain First Amended and Restated Credit Agreement dated as of September 30, 2005 among Cxxxxxxx & Company, Cxxxxxxx & Company International, Inc., the Lenders a party thereto and SunTrust Bank, as Administrative Agent, as amended (as so amended, the “Credit Agreement, and subject to the ”; capitalized terms and conditions set forth used herein and not defined herein have the meanings ascribed to such terms in the Credit Agreement, on and as of the Second Incremental Amendment Closing Date: (a) Each Term B-2 Lender ). Crawford 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 Term B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute Term B-2 Loans for all purposes of reaffirms its continuing obligations owing to the Credit Collateral Agent (as defined in the Pledge Agreement) and the Lenders under the Pledge Agreement and the other applicable Loan Documents, (ii) be subject to all of confirms that the terms in the Credit Agreement liens 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 security interests created by the Security Documents. For Pledge Agreement continue to secure the avoidance of doubt, each Term B-2 Lender hereby consents to the Incremental Amendment. Pledged Obligations (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, as defined in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 CommitmentPledge Agreement). 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 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 LendersLoan 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 way affect the validity and/or enforceability of any such other Loan Document, 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 Borrower acknowledges and agrees that upon Lenders that: (a) the execution and delivery by such Term B-2 Lender the Loan Parties of this Incremental Amendment Reaffirmation is within the power (corporate or otherwise) and the occurrence authority of the Second Incremental Amendment Closing DateLoan Parties, such Term B-2 Lender shall (x) in has been duly authorized and approved by all requisite action on the case part of any Term B-2 Lender that is an existing Lender under the Credit Agreement, continue to be a “Lender” for all purposes ofLoan Parties, and subject to all does not and will not contravene, breach or conflict with any provision of applicable law or any of the charter or other organic documents of the Loan Parties, or 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 a “Lender” under the Credit Agreement and the other Loan Documents and (y) in the case of any Term B-2 Lender that is not an existing Lender under the Credit AgreementParties, be deemed to be, and 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. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform enforceable in accordance with their terms terms, except as 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 which Obligations are absolute and unconditional, and such Obligations are not subject to any claim, defense, deduction, right of offset or otherwise. This Reaffirmation shall be construed in accordance with and be governed by the terms law (without giving effect to the conflict of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(claw principles thereof) of the Existing Credit Agreement, to the inclusion as an “Additional Lender” State 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 the 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 DateNew York. (f) Each Term B-2 Lender and Additional Revolving Lender shall deliver herewith to the Administrative Agent and the Borrower all such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.

Lenders. Pursuant to Section 2.14 of (a) On the Credit Agreement, Amendment No. 5 Effective Date and subject to the terms and conditions set forth herein and in the Amended Credit Agreement, on and as of the Second Incremental Amendment Closing Date: (ai) Each each Cashless Option Term B-2 A-2 Lender party hereto hereby agrees to make a Term B-2 Loan to convert all (or such lesser amount as the Borrower on Amendment No. 5 Arrangers, together with the Second Incremental Amendment Closing Date in an amount equal to Administrative Agent, may allocate) of its Term B-2 Commitment A-2 Loans into Term A-3 Loans pursuant to and in accordance with Section 2.01(e2.01(h) of the Amended Credit Agreement. The 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, ; and (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 A-2 Revolving Commitment (and, in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing No. 5 Effective Date, 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 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 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 the Amended Credit Agreement as a Lender. Each Revolving Lender under the Credit Lender Agreement that executes and delivers a Consent agrees that to the extent its Term A-2 Loans or Revolving Credit Loans Loans, as applicable, under the Credit Agreement are being repaid on the Second Incremental Amendment Closing No. 5 Effective Date it waives any 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 The Lenders hereby consents to the Incremental Amendment. (cwaive any notice requirement under Section 2.05(a) 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 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 in connection with the other Loan Documents, together with copies of the financial statements referred to therein and such other 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the inclusion as an “Additional Lender” of each prepayment of the Term B-2 Lenders and Additional Revolving Lenders that is a party to this Incremental A-2 Loans on the Amendment that is not an existing Lender or Affiliate of an existing Lender or an Approved FundNo. 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 the 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 5 Effective Date. (fb) Each Term B-2 On the Amendment No. 5 Effective Date and subject to the terms and conditions set forth herein and in the Amended Credit Agreement, each Incremental Tranche A-2 Revolving Lender and Additional 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 deliver herewith become effective and the Revolving Credit Commitments shall be deemed increased by the amount of the Incremental Tranche A-2 Revolving Commitments of such Incremental Tranche A-2 Revolving Lenders in the amounts set forth under the caption “Incremental Tranche A-2 Revolving Credit Commitments” on Exhibit C hereto. Such parties shall, effective on the Amendment No. 5 Effective Date, automatically become parties to the Administrative Agent and the Borrower all such forms, certificates or other evidence with respect to United States federal income tax withholding matters Amended Credit Agreement as such Term B-2 Lender or Additional Revolving a Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.

Lenders. Pursuant to Section 2.14 Upon delivery of the Credit Agreementapplicable Incremental Facility Request, and any Lender may (in its sole discretion) participate in any Commitment increase with the consent of the Administrative Borrower (in its sole discretion), subject to the terms and conditions set forth herein and in the Credit Agreement, on and as each of the Second Incremental Amendment Closing Datefollowing: (aA) Each Term B-2 no existing Lender hereby agrees will have any obligation to make provide all or any portion of such Incremental Facilities; (B) the Administrative Borrower shall deliver a Term B-2 Loan notice (along with, if applicable, customary and reasonable preliminary diligence information with respect to the transaction to be consummated with the proceeds of such incremental that is available to the relevant Borrower at such time) to all existing Lenders to first offer such existing Lenders the opportunity to provide any such Incremental Facility on a pro rata basis (and on a non-pro rata basis, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the Second terms offered by such Borrower and such other Lenders, it being understood and agreed that to the extent any Lender has not delivered to such Borrower a commitment to provide its pro rata share of such Incremental Amendment Closing Date in an amount equal Facility (or non-pro rata portion with respect to its Term B-2 Commitment pursuant existing Lenders that elect to and in accordance with Section 2.01(ecover declining Lenders’ declined amounts) within ten (10) Business Days of the delivery of such notice, such Lender shall be deemed to have declined to provide any portion of such Incremental Facility; (C) any new Lender providing Incremental Revolving Credit Agreement. The 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 any required consents pursuant to Section 13.06 hereof as if an assignment of the terms Revolving Credit Commitments were being made to such new Lender; (D) in no event shall the Credit Agreement and to the conditions specified in Section 2.01(e) amount of the Credit AgreementTerm Loans (including, (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 for the avoidance of doubt, each all Incremental Term B-2 Lender hereby consents to Loans) held by all Sponsor Affiliated Equity Lenders exceed twenty five percent (25%) of 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 aggregate amount of a Tranche A Revolving Commitment all outstanding Term Loans (andincluding, in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 amounts it may be entitled to under Section 3.05 of the Credit Agreement in connection with such repayment. For for the avoidance of doubt, each Revolving Credit all Incremental Term Loans) as a result of any Sponsor Affiliated Equity Lender that executes and delivers a Consent hereby consents to the providing all or any portion of any Incremental Amendment.Facilities or for any other reason; and (cE) 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 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned voting limitations on Sponsor Affiliated Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 Date13.01, the Borrower definition of Required Lenders or otherwise in this Agreement shall be deemed apply to have consented to an assignment to all Sponsor Affiliated Lenders that provide or hold all or any Lender if such Lender was previously identified in the initial allocations portion of the Term B-2 Loans provided by the 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 any Incremental Amendment Closing DateFacility. (f) Each Term B-2 Lender and Additional Revolving Lender shall deliver herewith to the Administrative Agent and the Borrower all such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.

Lenders. Pursuant to Section 2.14 GSNMF SUB-CDE 2 LLC, a Delaware limited liability company By: GS New Markets Fund, LLC, a Delaware limited liability company, its manager By: Name: Title: XXXXXX CDC — SUBSIDIARY CDE 21, LLC, a Delaware limited liability company By: Xxxxxx Community Development Corporation, a Delaware corporation, its managing member By: Name: Title: a Delaware limited liability company By: Building America CDE, Inc., its managing member By: Name: Xxxx X. Xxxxx Title: Chief Executive Officer NCIF NEW MARKETS CAPITAL FUND IX CDE, LLC, a Delaware limited liability company By: NCIF Capital, LLC, an Illinois limited liability company, its managing member By: National Community Investment Fund, a charitable trust established under the laws of the Credit AgreementState of Illinois, its managing member By: Name: Title: a New Jersey limited liability company By: Name: Xxx Beit-Halachmy Title: Authorized Signatory Pending disbursement of the full proceeds of the loan secured by the insured mortgage described herein, this policy insures only to the extent of the amount actually disbursed plus interest accrued thereon but increases up to the face amount of the policy as disbursements are made in good faith and without knowledge of any defects in, or encumbrances prior to, the lien of the insured mortgage other than exceptions on Schedule B of this policy not insured against hereunder. Title shall be continued down to the date of each disbursement and the Borrower shall furnish to the Insured a continuation report which shall note (1) the new effective date and amount of the policy, (2) all assessments, taxes, liens, encumbrances, leases, Mortgages, easements and other items including survey variations, encroachments and setback violations then affecting the insured premises which have been filed of record or discovered by the Company since the original date of the policy regardless of whether they affect the lien of the insured mortgage, (3) which of the aforesaid items have been filed or recorded since the date of the last preceding continuation report, and subject (4) which said items are intended to be added as exceptions to the terms and conditions set forth herein and in the Credit Agreement, on and as coverage of the Second Incremental Amendment Closing Date: policy as to (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 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 amounts secured by the Credit Agreement and the other Loan Documentsinsured mortgage, and (ivb) without limiting only amounts secured by the foregoing, benefit equally and ratably from each insured mortgage advanced on or after the new effective date of the Guaranties and Liens created by the Security Documentspolicy. For the avoidance of doubtIn addition, 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 case continuation search will notify Administrative Agent of any Revolving Credit Loan liens which have been discharged by bonding, court deposit or any other means other than full payment. In the event that is outstanding on the Second Incremental Amendment Closing Date, 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 amounts it may be entitled to under Section 3.05 lien of the Credit Agreement in connection with such repayment. For the avoidance of doubtinsured mortgage described herein is insured by more than one insurer, 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 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) company agrees that it will, independently and without reliance upon shall be bound by the Administrative Agent, the Arrangers or any other Lender or Agent and based on such documents and information continuation reports of a single company specified 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; “lead” insurer herein. TO GSB NMTC INVESTOR LLC (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other “ADMINISTRATIVE AGENT”): Date: Borrower: Period Covered Premises To Retainage Percentage: Acct. No.: Loan Documents as are delegated No.: Pursuant to the Administrative Agent by Loan Agreement for the terms thereofsubject Loan, together with such powers Borrower hereby authorizes and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of requests an advance to its Operating Account having the obligations which by the terms of the Credit Agreement are required to be performed by it as a LenderAcct No. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 amount of the Term B-2 Loans provided by the 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, certificates or other evidence with respect to United States federal income tax withholding matters $ which is calculated as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.follows:

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 The Lenders 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 shall be the Credit Agreement. The Term B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute Term B-2 Loans for all purposes of Lenders set forth on SCHEDULE 1 on 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 AmendmentClosing Date. (b) Each Revolving Credit Lender that executes and delivers a Consent hereby agrees At the request of Borrower not more than one time prior to roll over its existing Revolving Credit Commitment into a like principal amount of a Tranche A Revolving Commitment (and, in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Termination Date, such Revolving Credit Loan shall be cashlessly repaid with Agent may increase 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 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 Total Commitment 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 the Credit Agreementadmitting additional Lenders hereunder (each a "SUBSEQUENT LENDER"), 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 or (y) in increasing 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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (x) in the case Commitment of any Lender that is (each an existing Lender under the Credit Agreement"INCREASING LENDER"), 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 (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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.following conditions: (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 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 Each Subsequent 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 the Arrangers to the Borrower and reviewed and commercial bank and/or a financial institution approved by the Borrower Agent (such approval not to be unreasonably withheld or delayedwithheld); (ii) in writing on or prior Borrower executes (A) new Notes payable to the Second Incremental Amendment Closing Date.order of a Subsequent Lender, or (B) replacement Notes payable to the order of an Increasing Lender; (fiii) Each Term B-2 Lender Borrower pays to Agent, for the account of Lenders and Additional Revolving Lender shall deliver herewith for distribution to the Administrative applicable Subsequent Lender or Increasing Lender as Agent and the Borrower shall determine, all such forms, certificates or other evidence fees with respect to United States federal income tax withholding matters as such Term B-2 an increase in the Total Commitment payable pursuant to any fee letter between Borrower and Agent; (iv) Each Subsequent Lender executes a signature page to this Agreement; (v) After giving effect to the admission of any Subsequent Lender or Additional Revolving the increase in the Commitment of any Increasing Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) aggregate face amount of the Credit 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 Lender; and (viii) Agent shall have approved the admission of each Subsequent Lender and the increase of an Increasing Lender, such consent to be on terms and conditions acceptable to Agent in its sole discretion. After the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, Agent shall provide to each Lender a new SCHEDULE 1 to this Agreement.

Lenders. Pursuant Any such waiver and any such amendment, supplement or modification shall apply equally to Section 2.14 each of the Credit AgreementLenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and subject to the terms and conditions set forth herein and in the Credit Agreement, on and as all future holders of the Second Incremental Amendment Closing Date: (a) Each Term B-2 Lender hereby agrees to make a Term B-2 Loans. In the case of any waiver, the Loan to Parties, 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 Term B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute Term B-2 Loans for all purposes of the Credit Agreement Lenders and the other applicable Loan Documents, (ii) Administrative Agent shall be subject restored to all of the terms in the Credit Agreement their former position 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 rights hereunder and under the other Loan Documents, and (iv) without limiting 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 Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, benefit equally 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 Sections 2.1(c) and ratably from each of the Guaranties 2.2(b) and Liens created matters related thereto upon (a) execution and delivery by the Security Documents. For Borrower, the avoidance Administrative Agent and each Lender providing Incremental Revolving Loans of doubtan Increased Term Facility Activation Notice or an Increased Revolving Facility Activation Notice, each Term B-2 Lender hereby consents to as the Incremental Amendment. case may be, and (b) Each Revolving Credit Lender that executes 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 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 case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, such Revolving Credit Loan shall be cashlessly repaid restated) 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 amounts it may be entitled to under Section 3.05 written consent 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 Required Lenders, the Administrative Agent and the Borrower acknowledges (a) to add one or more additional credit facilities to this Agreement and agrees that upon to permit the execution by such Term B-2 Lender extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits 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 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 with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (yb) to include appropriately the Lenders holding such credit facilities 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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each determination of the undersigned Required Lenders providing a Tranche A Revolving Commitmentand Majority Facility Lenders. In addition, nNotwithstanding the Administrative Agent and foregoing, this Agreement may be amended with the Borrower acknowledges and agrees that upon the execution by such Lender written consent of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Commitments”) with a replacement term loanrevolving facility hereunder (“Replacement Term LoansRevolving Commitments”), 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 connection with any such refinancing, replacement or modificationthe Replaced Revolving Commitments, (bii) the Applicable Margin for the loans with respect to such Replacement Term LoansRevolving Commitments shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary 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 Agent 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 based on unpaid interest or other amounts due in connection therewith) held by such documents and information as it shall deem appropriate at the timeLender prior to or simultaneously with any refinancing, continue replacement or modification of relevant outstanding Term Loans hereunder.the loans with respect to make its own credit decisions in taking or not taking action under the Credit Agreement; such Replaced Revolving Commitments, (iii) appoints and authorizes the Administrative Agent to take termination date of such action as agent on its behalf and to exercise such powers and discretion under Replacement Revolving Commitments shall be no earlier than the Credit Agreement and termination date of the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; Replaced Revolving Commitments and (iv) agrees the outstanding Loans of any Lender that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as not hold a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the inclusion as an “Additional Lender” of each of the Term B-2 Lenders and Additional Replacement 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 Commitment shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified paid in the initial allocations of the Term B-2 Loans provided by the 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, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.104 509265-1832-141352041-Active.21575686.1328267668.14

Lenders. Pursuant 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 Section 2.14 that certain First Amended and Restated Credit Agreement dated as of September 30, 2005 among Cxxxxxxx & Company, Cxxxxxxx & Company International, Inc., the Lenders a 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, and subject to the ”; capitalized terms and conditions set forth used herein and not defined herein have the meanings ascribed to such terms in the Credit Agreement, on and as of the Second Incremental Amendment Closing Date: (a) Each Term B-2 Lender ). Crawford 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 Term B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute Term B-2 Loans for all purposes of reaffirms its continuing obligations owing to the Credit Collateral Agent (as defined in the Pledge Agreement) and the Lenders under the Pledge Agreement and the other applicable Loan Documents, (ii) be subject to all of confirms that the terms in the Credit Agreement liens 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 security interests created by the Security Documents. For Pledge Agreement continue to secure the avoidance of doubt, each Term B-2 Lender hereby consents to the Incremental Amendment. Pledged Obligations (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, as defined in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 CommitmentPledge Agreement). 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 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 LendersLoan 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 way affect the validity and/or enforceability of any such other Loan Document, 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 Borrower acknowledges and agrees that upon Lenders that: (a) the execution and delivery by such Term B-2 Lender the Loan Parties of this Incremental Amendment Reaffirmation is within the power (corporate or otherwise) and the occurrence authority of the Second Incremental Amendment Closing DateLoan Parties, such Term B-2 Lender shall (x) in has been duly authorized and approved by all requisite action on the case part of any Term B-2 Lender that is an existing Lender under the Credit Agreement, continue to be a “Lender” for all purposes ofLoan Parties, and subject to all does not and will not contravene, breach or conflict with any provision of applicable law or any of the charter or other organic documents of the Loan Parties, or 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 a “Lender” under the Credit Agreement and the other Loan Documents and (y) in the case of any Term B-2 Lender that is not an existing Lender under the Credit AgreementParties, be deemed to be, and 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. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform enforceable in accordance with their terms terms, except as 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 which Obligations are absolute and unconditional, and such Obligations are not subject to any claim, defense, deduction, right of offset or otherwise. This Reaffirmation shall be construed in accordance with and be governed by the terms law (without giving effect to the conflict of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(claw principles thereof) of the Existing Credit Agreement, to the inclusion as an “Additional Lender” State 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 the 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 DateNew York. (f) Each Term B-2 Lender and Additional Revolving Lender shall deliver herewith to the Administrative Agent and the Borrower all such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.

Lenders. Pursuant to Section 2.14 of Each Cashless Option Lender and Xxxxxx Xxxxxxx Senior Funding, Inc. (in its capacity as the Credit AgreementAdditional Term B-1 Lender party hereto) hereby agrees, on the Amendment No. 1 Effective Date and subject to on the terms and conditions set forth herein and in the Amended 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 Term B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute the cashless repayment of all (or such lesser amount as the Arrangers, together with the Administrative Agent, may allocate) of its Domestic Term B-2 Loans for all purposes and automatic relending of the Credit Agreement and proceeds thereof to the other applicable Loan Documents, Domestic Borrowers as Domestic Term B-1 Loans or (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 Agreementmake Domestic Term B-1 Loans, (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 Documentsas applicable. 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 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 Credit Commitment into a like principal amount of a Tranche A Revolving Commitment (and, in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing No. 1 Effective Date, 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. 1 Effective Date, automatically become parties to the Amended Credit Agreement as a Lender. Each Revolving Lender under the Credit Lender Agreement that executes and delivers a Consent agrees that to the extent its Term Loans or Revolving Credit Loans Loans, as applicable, under the Credit Agreement are being repaid on the Second Incremental Amendment Closing No. 1 Effective Date it waives any amounts it may be entitled to under Section 3.05 2.14 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 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 the 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, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.

Lenders. Pursuant All holders of Pre-Petition Second Lien Notes, including the Lead Lenders, shall be provided the opportunity to Section 2.14 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 Credit AgreementCommitments 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 subject 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 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 be deemed to have made New Money Commitments and shall provide additional New Money Loans pursuant to the terms and conditions of their Commitments 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 Commitment Letter in order to make a Term B-2 Loan to provide the Borrower on the full amount of New Money Loans contemplated by this Term Sheet. In consideration for funding New Money Loans, each Lender shall be permitted to roll-up obligations under its Pre-Petition 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 AgreementLien Notes into Rolled-Up Loans. The Term B-2 aggregate amount of Rolled-Up Loans provided pursuant will be no greater than $375,000,000 (determined in a manner consistent with the illustrative scenarios set forth on Annex III), which shall be allocated to this Incremental Amendment shall (i) constitute Term B-2 each Lender on a pro rata basis based on New Money 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. funded 1 For the avoidance of doubt, each Term B-2 any Lead Lender hereby consents who is an Initial Participating Holder shall be permitted to the Incremental Amendment. (b) Each Revolving Credit Lender that executes and delivers a Consent hereby agrees subscribe for an Initial Commitment Amount equal to roll over its existing Revolving Credit Commitment into a like 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 Tranche A Revolving Commitment (andmanner 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 case 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 any Revolving Credit Loan 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 the Borrower’s (i) 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 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 outstanding on the Second Incremental Amendment Closing 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”), 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 amounts outstanding under the Credit Agreement Junior DIP Facility are being repaid on not converted into exit term loans as described below, and (iii) the Second Incremental Amendment Closing Date it waives any amounts it acceleration of the Loans in accordance with the Definitive Financing Documentation. Notwithstanding anything in the immediately preceding paragraph to the contrary, the Junior DIP Facility may be entitled to under Section 3.05 of the Credit Agreement in connection converted into an exit facility 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 maturity date 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 (y) in the case of any Term B-2 Lender date that is not an existing Lender under five (5) years from the Credit Agreement, be deemed to be, and 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. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees Maturity Date provided that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 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 consented 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 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 the 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 assignment to any Lender if such Lender was previously identified exit facility shall have received a 2% fee (payable in kind) (the initial allocations “Exit Fee”) and (ix) resolution of all obligations owing in respect of the Term B-2 Loans provided by Kodak Limited UK pension scheme (the Arrangers “UK Pension Scheme”) on terms reasonably satisfactory 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 DateRequired Lead Lenders shall have occurred. (f) Each Term B-2 Lender and Additional Revolving Lender shall deliver herewith to the Administrative Agent and the Borrower all such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.

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 The Lenders 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 shall be the Credit Agreement. The Term B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute Term B-2 Loans for all purposes of Lenders set forth on SCHEDULE 1 on 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 AmendmentClosing Date. (b) Each Revolving Credit Lender that executes and delivers a Consent hereby agrees At the request of Borrower not more than one time prior to roll over its existing Revolving Credit Commitment into a like principal amount of a Tranche A Revolving Commitment (and, in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Termination Date, such Revolving Credit Loan shall be cashlessly repaid with Agent may increase 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 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 Total Commitment 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 the Credit Agreementadmitting additional Lenders hereunder (each a "SUBSEQUENT LENDER"), 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 or (y) in increasing 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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (x) in the case Commitment of any Lender that is (each an existing Lender under the Credit Agreement"INCREASING LENDER"), 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 (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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.following conditions: (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 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 Each Subsequent 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 the Arrangers to the Borrower and reviewed and commercial bank and/or a financial institution approved by the Borrower Agent (such approval not to be unreasonably withheld or delayedwithheld); (ii) in writing on or prior Borrower executes (A) new Notes payable to the Second Incremental Amendment Closing Date.order of a Subsequent Lender, or (B) replacement Notes payable to the order of an Increasing Lender; (fiii) Each Term B-2 Lender Borrower pays to Agent, for the account of Lenders and Additional Revolving Lender shall deliver herewith for distribution to the Administrative applicable Subsequent Lender or Increasing Lender as Agent and the Borrower shall determine, all such forms, certificates or other evidence fees with respect to United States federal income tax withholding matters as such Term B-2 an increase in the Total Commitment payable pursuant to any fee letter between Borrower and Agent; (iv) Each Subsequent Lender executes a signature page to this Agreement; (v) After giving effect to the admission of any Subsequent Lender or Additional Revolving the increase in the Commitment of any Increasing Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) aggregate face amount of the Credit 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; (vii) No admission of any Subsequent Lender shall increase the Commitment of any existing Lender without the consent of such Lender; and (viii) Agent shall have approved the admission of each Subsequent Lender and the increase of an Increasing Lender, such consent to be on terms and conditions acceptable to Agent in its sole discretion. After the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, Agent shall provide to each Lender a new SCHEDULE 1 to this Agreement.

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 The Lenders 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 shall be the Credit Agreement. The Term B-2 Loans provided pursuant to this Incremental Amendment shall (i) constitute Term B-2 Loans for all purposes of Lenders set forth on SCHEDULE 1 on 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 AmendmentClosing Date. (b) Each Revolving Credit Lender that executes and delivers a Consent hereby agrees At the request of Borrower not more than three (3) times prior to roll over its existing Revolving Credit Commitment into a like principal amount of a Tranche A Revolving Commitment (and, in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Termination Date, 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 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 may increase the Borrower acknowledges and agrees that upon the execution Total Commitment 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 the Credit Agreementadmitting additional Lenders hereunder (each a "SUBSEQUENT LENDER"), 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 or (y) in increasing 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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (x) in the case Commitment of any Lender that is (each an existing Lender under the Credit Agreement"INCREASING LENDER"), 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 (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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.following conditions: (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 Each Subsequent Lender is a copy of the Credit Agreement and the other Loan Documents, together with copies of the commercial bank and/or a financial statements referred to therein and such other 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 institution approved by Administrative Agent to take such action as 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 the Arrangers to the Borrower and reviewed and approved by the Borrower (such approval not to be unreasonably withheld or delayedwithheld); (ii) Borrower delivers to Administrative Agent a certificate executed by Borrower's chief financial officer demonstrating pro forma compliance with the terms and provisions of the Loan Documents - including, but not limited to, the financial covenants set forth in writing on or prior SECTION 10; (iii) Borrower executes (A) new Notes payable to the Second Incremental Amendment Closing Date.order of a Subsequent Lender, or (B) replacement Notes payable to the order of an Increasing Lender; (fiv) Each Term B-2 Lender Borrower pays to Administrative Agent, for the account of Lenders and Additional Revolving Lender shall deliver herewith for distribution to the applicable Subsequent Lender or Increasing Lender as Administrative Agent and the Borrower shall determine, all such forms, certificates or other evidence fees with respect to United States federal income tax withholding matters as such Term B-2 an increase in the Total Commitment payable pursuant to any fee letter between Borrower and Administrative Agent; (v) Each Subsequent Lender executes a signature page to this Agreement; CREDIT AGREEMENT (vi) After giving effect to the admission of any Subsequent Lender or Additional Revolving the increase in the Commitment of any Increasing Lender, as applicable, may the aggregate face amount of the Total Commitment does not exceed $500,000,000.00; (vii) The increase in the Total Commitment shall be required to deliver to in the minimum amount of $20,000,000.00 or a greater integral multiple of $5,000,000.00; (viii) No admission of any Subsequent Lender shall increase the Commitment of any existing Lender without the consent of such Lender; and (ix) Administrative Agent pursuant shall have approved the admission of each Subsequent Lender and the increase of an Increasing Lender, such consent to Section 3.01(e) be on terms and conditions acceptable to Administrative Agent in its sole discretion. After the admission of any Subsequent Lender or the Credit increase in the Commitment of any Increasing Lender, Administrative Agent shall provide to each Lender a new SCHEDULE 1 to this Agreement.

Lenders. Pursuant Upon any such resignation or removal, the Required Lenders shall have the right to Section 2.14 appoint a successor Administrative Agent as to such of the Credit Agreement, and subject Facilities as 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 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 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 case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 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, which the Administrative Agent has resigned or been removed; provided that, so long as no Default shall have occurred 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 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 Datecontinuing, the Borrower shall be deemed have the right to have consented to an assignment consent to any Lender if such Lender was previously identified in the initial allocations of the Term B-2 Loans provided by the Arrangers to the Borrower and reviewed and approved by the Borrower (successor Administrative Agent, such approval consent not to be unreasonably withheld or delayed) in writing on or prior and to be deemed to have been given if the Borrower does not object to the Second Incremental Amendment Closing Date. proposed successor Administrative Agent within five Business Days after receiving notice thereof. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the other Finance Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $500,000,000. If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal as to any or all of the Facilities under this Section 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (fa) Each Term B-2 Lender and Additional Revolving Lender the retiring Administrative Agent's resignation or removal shall deliver herewith become effective as to such of the Facilities as to which the Administrative Agent has resigned or been removed, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations as to such Facilities under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties and obligations of the retiring Administrative Agent as to such Facilities under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above in this Section 7.06. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the Borrower retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities, such formssuccessor Administrative Agent shall succeed to and become vested with all the rights, certificates or powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other evidence than with respect to United States federal income tax withholding matters funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent pursuant shall be discharged from its duties and obligations under the Loan Documents as to Section 3.01(e) such Facilities, other than as aforesaid. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent as to all of the Credit Facilities shall become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any of the Facilities under this Agreement.

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 The Borrower hereby agrees to make execute and deliver to each Lender that requests same a Term B-2 Revolving Note in the form of Exhibit A-2 to evidence the Revolving Loans made by each such Lender or otherwise owing to such Lender pursuant to the Bank Assignment Agreement or Sections 2.12 or 11.6 of this Credit Agreement. The Borrower acknowledges and agrees that (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 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 banks and other financial institutions shall be deemed to constitute a Revolving Loan requested by and made to the Borrower on the Second Incremental Amendment Closing Effective Date in an the amount equal to its Term B-2 Commitment pursuant to and in accordance with Section 2.01(e) of the Credit Agreement. The 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$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 subject deemed to all constitute a Revolving Loan requested by and made to the Borrower on the Effective Date in the amount of the terms in aggregate outstanding principal balance of such revolving loans on the Credit Agreement and to the conditions specified in Section 2.01(e) of the Credit AgreementEffective Date, (iii) be entitled to all the benefits afforded by excess, if any, of (1) the Credit Agreement and the other Loan Documents, and (iv) without limiting the foregoing, benefit equally and ratably from each aggregate 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 case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 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 portion of any Term B-2 Lender that is an existing Lender 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 Credit Agreement, continue to be a “Lender” for all purposes of, and subject to all the obligations of a “Lender” under the Existing Credit Agreement held by such banks and the other Loan Documents financial institutions and (y) in the case of any Term B-2 Lender that is not an existing Lender term loans made by BofA and DBTCA under the Credit Agreement, be deemed to be, and 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. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit AgreementAgreement outstanding on the Effective Date over (2) $150,000,000, to the 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 constitute a Revolving Loan requested by the Arrangers and made to the Borrower on the Effective Date in the amount of such excess (and reviewed such excess portion shall no longer constitute term loans or Term Loans hereunder), (iv) the Revolving Loans deemed requested and approved by made on the Borrower (such approval not to be unreasonably withheld or delayed) in writing on or prior Effective Date pursuant to the Second Incremental Amendment Closing Date. foregoing clauses (fi) Each Term B-2 Lender and Additional Revolving Lender through (iii) shall deliver herewith initially be maintained as a single Borrowing of Base Rate Loans (subject to the Administrative Agent and the Borrower all option to convert such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent Loans pursuant to Section 3.01(e4.3) and (v) a 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 AgreementLenders on the Effective Date pursuant to Section 2.12.

Lenders. Pursuant to Section 2.14 The group of lenders arranged by the Credit AgreementLead Arrangers (collectively, and subject to the terms and conditions set forth herein and in “Lenders”) other than certain disqualified lenders; provided that if 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 Commitment is not fully-syndicated in an amount equal to its Term B-2 at least $2,925 million, the unsubscribed portion of the Commitment pursuant less than $2,925 shall be distributed to and Holders of First Lien Debt Claims in accordance with Section 2.01(e) the 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 Credit Agreement. The Term B-2 Loans provided pursuant to this Incremental Amendment shall will be (i) constitute Term B-2 Loans for used repay in full all purposes of amounts outstanding on the Credit Agreement and Effective Date with respect to the other applicable Loan DocumentsDIP Financing, (ii) be subject used to all of fund distributions under the terms in the Credit Agreement Plan and to the conditions specified in Section 2.01(e) of the Credit Agreement, (iii) thereafter, used for working capital and general corporate purposes of the Borrower and its subsidiaries. Maturity: Expected to be entitled seven years after the Effective Date or such maturity as may be necessary to all facilitate a successful syndication. Amortization: To be determined, but acceptable to the benefits afforded by the Credit Agreement Company and the other Loan Documents, and (iv) without limiting Requisite First Lien Creditors. Takeback Debt The Takeback Debt under 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 Amended Plan may be issued on a second priority or “last out” basis with respect to the Incremental Amendment. (b) Each Revolving Credit Lender that executes Syndicated Debt and delivers a Consent hereby agrees shall be on terms acceptable to roll over its existing Revolving Credit Commitment into a like principal amount of a Tranche A Revolving Commitment (and, the Requisite First Lien Creditors and the Debtors with such terms to be set forth in the case of any Revolving Credit Loan that is outstanding on the Second Incremental Amendment Closing Date, 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 Plan Supplement; provided that to the extent its Revolving Credit necessary, any such Takeback Debt shall subject to one or more intercreditor agreements reasonably acceptable to the Debtors and the Requisite First Lien Creditors. Interest Rate: To be determined, but 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, to be payable with respect to overdue amounts and under certain other customary circumstances. Upfront Fee/OID: The New Secured Debt may provide for a fee payable in the Credit Agreement are being repaid form of original issue discount or upfront fee on the Second Incremental Amendment Closing Effective Date it waives any amounts it may to facilitate a successful syndication. Agency Fee: To be entitled to under Section 3.05 of the Credit Agreement in connection agreed 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 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 (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 “Lender” for all purposes of, and subject to all the obligations of an a “Lender” under the Credit Agreement and the other Loan Documents. (d) Each of the undersigned Lenders providing a Tranche A Revolving Commitment, the Administrative Agent and the Borrower acknowledges and agrees that upon the execution by such Lender of this Incremental Amendment and the occurrence of the Second Incremental Amendment Closing Date, such Lender shall (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 Loan Documents and (y) in the case of any Additional Revolving Lender that is not an existing Lender under the Credit Agreement, be deemed to be, and 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 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. Optional Prepayments: Expected to include 101 soft call protection for no more than 12 months, the Arrangers or any other Lender or Agent and based on such documents and information as it shall deem appropriate otherwise prepayable 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 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 Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. The Borrower and the Administrative Agent hereby consent, pursuant to Section 2.14(c) of the Existing Credit Agreement, to the 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 the 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 Datepar. (f) Each Term B-2 Lender and Additional Revolving Lender shall deliver herewith to the Administrative Agent and the Borrower all such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Term B-2 Lender or Additional Revolving Lender, as applicable, may be required to deliver to the Administrative Agent pursuant to Section 3.01(e) of the Credit Agreement.