Common use of New Lender Clause in Contracts

New Lender. The New Lender hereby consents to this Amendment. Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. The New Lender hereby consents to this Amendment. Each of the New Lenderjoins in, the Administrative Agent and the Borrower acknowledges becomes a party to, and agrees that, upon the execution to comply with and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and be bound by the terms, terms and conditions of the Amended Credit Agreement (as amended by this Amendment) as a Lender thereunder and under each and every other Loan Documents with Term B-1 Loans in an amount equal Document to which any Lender is required to be bound by the Credit Agreement, to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) same extent as if such New Lender were an original signatory thereto. The New Lender hereby 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 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 thereto. The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall perform all be bound by the provisions of the Credit Agreement (as amended by this Amendment) as a Lender thereunder and, to the extent of the Loans and Commitments acquired by such New Lender pursuant to this Amendment (such New Lender’s “Acquired Interest”), shall have the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting , (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by such Acquired Interest and either it, or the Person exercising discretion in making its decision to acquire such Acquired Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 4.01(a)(xi), 6.01(a) or 6.01(b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase such Acquired Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to purchase such Acquired Interest, and (vii) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that does (i) it will, independently and without reliance upon the Administrative Agent or any other 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 execute such Assignment taking action under the Loan Documents, and Assumption shall be deemed to have executed and delivered such Assignment and Assumption (ii) it will perform in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold their terms all of the Term B-1 Loansobligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lender. The Effective as of the Fifth Amendment Effective Date, each New Lender hereby consents to this Amendment. Each of the New Lenderjoins in, the Administrative Agent and the Borrower acknowledges becomes a party to, and agrees that, upon the execution to comply with and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and be bound by the terms, terms and conditions of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Documents with Term B-1 Loans in an amount equal Document to which any Lender is required to be bound by the Credit Agreement, to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent the Administrative Agent on its behalf and to exercise such powers and discretion under the Amended 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 thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iiic) from and after the Fifth Amendment Effective Date, it shall perform all be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Assumption Maximum Credit Amount shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans$0.

New Lender. The New Lender hereby consents joins in, becomes a party to, and agrees to this Amendment. Each comply with and be bound by the terms and conditions of the New Lender, the Administrative Agent Credit Agreement as a Lender thereunder and the Borrower acknowledges under each and agrees that, upon the execution and delivery of an Assignment and Assumption signed every other Loan Document to which any Lender is required to be bound by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), to the same extent as if the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in were an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) original signatory thereto. The New Lender hereby 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 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 thereto. The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iiic) from and after the Second Amendment Effective Date, it shall perform all be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. The New Lender hereby consents to this Amendment. Each of the New Lenderjoins in, the Administrative Agent and the Borrower acknowledges becomes a party to, and agrees that, upon the execution to comply with and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and be bound by the terms, terms and conditions of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Documents with Term B-1 Loans in an amount equal Document to which any Lender is required to be bound by the Credit Agreement, to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) same extent as if such New Lender were an original signatory thereto. The New Lender hereby appoints and authorizes the Administrative Agent to take such action actions as agent the Administrative Agent on its behalf and to exercise such powers and discretion under the Amended 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 thereto. The New Lender (x) represents and warrants that (iiia) shall perform it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it meets all the obligations requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Credit Agreement), (c) from and after the Ninth Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each Non-Consenting , (d) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire its Commitment, is experienced in acquiring assets of such type, (e) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, (f) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to provide its Commitment, and (g) it has delivered all documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (y) agrees that does (a) it will, independently and without reliance on the Administrative Agent or any other 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 execute such Assignment taking action under the Loan Documents, and Assumption shall be deemed to have executed and delivered such Assignment and Assumption (b) it will perform in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold their terms all of the Term B-1 Loansobligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lender. The New Lender hereby consents to this Amendment. Each of the New Lenderjoins in, the Administrative Agent and the Borrower acknowledges becomes a party to, and agrees that, upon the execution to comply with and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and be bound by the terms, terms and conditions of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Documents with Term B-1 Loans in an amount equal Document to which any Lender is required to be bound by the Credit Agreement, to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) same extent as if each New Lender was an original signatory to the Credit Agreement. The New Lender hereby 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 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 thereto. The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment, to perform its obligations under this First Amendment and the Credit Agreement, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and the Credit Agreement and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iiic) from and after the First Amendment Effective Date, it shall perform all be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. The (a) On the Sixth Amendment Effective Date, each of Bank of Montreal, Chicago Branch, Citizens Bank, N.A., Arvest Bank and Northbrook Bank & Trust Company, N.A. (the “New Lenders” and each a “New Lender”) hereby agrees to provide a Revolving Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of such New Lender hereby consents to this Amendment. shall be as set forth therein. (b) Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (a) represents and warrants that (i) shall it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a “Lender” under, and for all purposes, and subject to and bound by Lender under the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting LendersAgreement, (ii) appoints it meets the requirements to become a Lender under Section 11.06(b)(iii) and authorizes (v) of the Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take enter into this Agreement, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other 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 as agent on its behalf and to exercise such powers under the Amended Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender agree that, as of the Sixth Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents as are delegated to Documents, (ii) be a “Lender” for all purposes of the Administrative by Credit Agreement and the terms thereofother Loan Documents, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of each New Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with for purposes of Section 3.07(b) 11.02 of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans Agreement are as set forth in such New Lender’s Administrative Questionnaire delivered by each Non-Consenting such New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by such New Lender as contemplated above, in a notice to the New Lender and the Consenting Lenders shall together hold all of the Term B-1 LoansAdministrative Agent.

New Lender. The New Lender hereby consents Upon the Condition Satisfaction Date: (a) WAMU shall be deemed automatically to this Amendment. Each have become a party to the Revolving Credit Agreement, shall have all the rights and obligations of a "Lender" under the New Lender, the Administrative Agent Revolving Credit Agreement and the Borrower acknowledges other Loan Documents as if each were an original signatory thereto, and agrees thatshall agree, upon the execution and delivery of an Assignment and Assumption signed does hereby agree, to be bound by the New Lenderterms and conditions set forth in the Revolving Credit Agreement and the other Loan Documents to which the Lenders are a party, in each case, as assignee, and if each Non-Consenting Lender, as assignor were an original signatory thereto. (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(bb) of the Amended Credit Agreement), the New Lender WAMU (i) shall become confirms that it has received a “Lender” under, and for all purposes, and subject to and bound by the terms, copy of the Amended Revolving Credit Agreement and such other Loan Documents with Term B-1 Loans in an amount equal documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, Revolving Credit Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, the Issuer or any other 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 Revolving Credit Agreement; (iii) represents and warrants that its name set forth herein is its legal name; (iv) 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 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 thereto; and (iiivi) shall agrees that it will perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold their terms all of the Term B-1 Loansobligations that by the terms of the Revolving Credit Agreement are required to be performed by it as a Lender. (c) WAMU hereby advises each other party hereto that its respective address for notices shall be as set forth below its name on Schedule 3 hereto. (d) The Lenders party to the Revolving Credit Agreement prior to the effectiveness of this Section 9 (the "Existing Lenders") hereby sell, assign, transfer and convey to WAMU, and WAMU hereby purchases and accepts, so much of the aggregate Commitments under, Loans outstanding under, and participations in Letters of Credit issued pursuant to, the Revolving Credit Agreement such that, after giving effect to this Section 9, the Percentage of each Lender (including the Existing Lenders and WAMU), and the portion of the Commitment Amount and portion of Facility Amount of each Lender, shall be as set forth on Schedule 3 hereto. The foregoing assignments, transfers and conveyances are without recourse to the Existing Lenders and without any warranties whatsoever by the Agent, the Issuer or any Existing Lender as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of each Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. (e) The Assignors and the Assignees shall make all appropriate adjustments in payments under the Revolving Credit Agreement, the Notes, and the other Loan Documents for periods prior to the adjustment date among themselves.

New Lender. The New Lender hereby consents joins in, becomes a party to, and agrees to this Amendment. Each comply with and be bound by the terms and conditions of the New Lender, the Administrative Agent Credit Agreement as a Lender thereunder and the Borrower acknowledges under each and agrees that, upon the execution and delivery of an Assignment and Assumption signed every other Loan Document to which any Lender is required to be bound by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), to the same extent as if the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in were an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) original signatory thereto. The New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent the Administrative Agent on its behalf and to exercise such powers and discretion under the Amended 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 thereto. The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iiic) from and after the Second Amendment Effective Date, it shall perform all be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. (a) The New Lender hereby consents agrees to this Amendment. Each be bound by the provisions of the New LenderCredit Agreement, the Administrative Agent and the Borrower acknowledges and agrees thatthat it shall, upon as of the execution Effective Date (as defined below), become a Lender for all purposes of the Credit Agreement and delivery of an Assignment and Assumption signed by the other Loan Documents to the same extent as if originally a party thereto, with a Revolving Credit Commitment of $10,000,000. Without limitation of the foregoing, on the Effective Date the New Lender, as assignee, and Lender shall acquire an undivided participating interest in each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to outstanding Letter of Credit in accordance with Section 3.07(b) 2.19 of the Amended Credit Agreement), the . (b) The New Lender (i) shall become represents and warrants that it is legally authorized to enter into this Consent and Amendment; (ii) confirms that it has received a “Lender” under, and for all purposes, and subject to and bound by the terms, copy of the Amended Credit Agreement, together with copies of the financial statements referred to in Section 5.13 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Consent and Amendment; (iii) agrees that it has made and will, independently and without reliance upon the Agent or any other 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 and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, or any instrument or document furnished pursuant hereto or thereto; (iiiv) appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto thereto; and (iiiv) shall agrees that it will be bound by the provisions of the Credit Agreement and the other Loan Documents and will perform in accordance with its terms all the obligations which by the terms of and shall have all rights the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed jurisdiction outside the United States, its obligation pursuant to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) 2.16 of the Amended Credit Agreement. After . (c) The New Lender’s address for notices for the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all purposes of the Term B-1 Loans.Credit Agreement is as follows: General Electric Capital Corporation Corporate Financial Services 000 Xxxx Xxxxx Xxxx Xxxxxxxx, XX 00000-0000 Attention: Xxxxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000

New Lender. (a) On the Fourth Amendment Effective Date, Signature Bank (the “New Lender”) hereby agrees to provide a Revolving Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of the New Lender shall be as set forth therein. (b) The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby consents and to this Amendment. Each become a Lender under the Credit Agreement, (ii) it meets the requirements to become a Lender under Section 11.06(b)(iii) and (v) of the New LenderCredit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the Borrower acknowledges terms of the Credit Agreement, duly completed and agrees that, upon the execution and delivery of an Assignment and Assumption signed executed by the New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender agree that, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement)Fourth Amendment Effective Date, the New Lender shall (i) shall become be a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal party to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to Documents, (ii) be a “Lender” for all purposes of the Administrative by Credit Agreement and the terms thereofother Loan Documents, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment under the Credit Agreement and Assumption shall be deemed to have executed the other Loan Documents. (d) The applicable address, facsimile number and delivered such Assignment and Assumption in accordance with Section 3.07(b) electronic mail address of the Amended New Lender for purposes of Section 11.02 of the Credit Agreement. After Agreement are as set forth in the assignment (or deemed assignment) of Term B-1 Loans New Lender’s Administrative Questionnaire delivered by each Non-Consenting the New Lender to the New Lender Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as contemplated above, shall be designated by the New Lender and in a notice to the Consenting Lenders shall together hold all of the Term B-1 LoansAdministrative Agent.

New Lender. Effective as of the Colgate Merger Effective Date, the New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if the New Lender were an original signatory thereto. The New Lender hereby consents to this Amendment. Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent the Administrative Agent on its behalf and to exercise such powers and discretion under the Amended 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 thereto. The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iiic) from and after the Colgate Merger Effective Date, it shall perform all be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. The Any Lender not an Existing Lender (a “New Lender hereby consents Lender”) (i) represents and warrants that it is legally authorized to enter into this Amendment. Each ; (ii) confirms that it has received a copy of the New LenderCredit Agreement, together with copies of the Administrative Agent financial statements referenced therein and the Borrower such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) acknowledges and agrees that it has made and will make such inquiries and has taken and will take such care on its own behalf as would have been the case had it made a Loan directly to Borrower without the intervention of any Existing Lender, Agent or any other Person; (iv) acknowledges and agrees that it will perform in accordance with their terms all of the obligations that, upon the execution and delivery of an Assignment and Assumption signed by the New terms of any Loan Document, are required to be performed by it as a Lender; (v) agrees that it will, independently and without reliance upon any Existing Lender, Agent or any other Person which is or has become a Lender and based on such documents and information as assigneeit shall deem appropriate at the time, and each Non-Consenting Lender, as assignor (continue to make its own credit decisions in taking or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of not taking action under the Amended Credit Agreement), the New Lender ; (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (iivi) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers under the Credit Agreement as are reasonably incidental thereto thereto; (vii) agrees that it will be bound by the provisions of the Amended Agreement and (iii) shall will perform in accordance with its terms all the obligations which by the terms of and shall have all rights the Amended Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to the Amended Agreement to deliver the forms prescribed by the Internal Revenue Service of the United States certifying as to its exemption from United States withholding taxes with respect to all payments to be made to it under the Amended Agreement, or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty; (viii) confirms that it is an “Eligible Assignee” under the terms of the Amended Agreement; (ix) acknowledges and agrees that no Existing Lender thereundernor Agent makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or any other instrument or document furnished pursuant thereto or the authorization, execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; and (x) acknowledges and agrees that no Existing Lender nor Agent makes any representation or warranty or assumes any responsibility with respect to the financial condition or creditworthiness of Borrower, any Guarantor or any other Person or the performance or observance by Borrower, any Guarantor or any other Person of any obligations under any Loan Document or any other instrument or document furnished pursuant thereto. Each Non-Consenting From and after the First Amendment Effective Date, (i) any New Lender that does not execute such Assignment and Assumption shall be deemed to be a party to the Amended Agreement and have executed the rights and delivered obligations of Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof, and (ii) any such Assignment and Assumption in accordance with Section 3.07(b) New Lender shall become a Lender for all purposes of the Amended Credit Agreement and the other Loan Documents, and execution of this Amendment by such New Lender shall be deemed to be execution of the Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. (a) Each of the parties hereto acknowledges and agrees that as of the Sixth Amendment Effective Date, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch (the “New Lender”) shall be a party to and a “Lender” under the Credit Agreement as if originally named therein as a party with a Commitment as set forth on Schedule 1.1(a) of the Credit Agreement as amended by this Amendment and shall be bound by all of the terms and provisions applicable to Lenders under the Credit Agreement as amended by this Amendment. (b) The New Lender hereby consents shall deliver to this Amendment. Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of cash in an Assignment and Assumption signed by the amount equal to such New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) ’s pro rata share of the Amended Credit Agreement)aggregate Loans outstanding on the Sixth Amendment Effective Date, the if any. (c) The New Lender (i) shall represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a “Lender” underLender under the Credit Agreement, and for all purposes(B) it satisfies the requirements, and subject to and bound by if any, specified in the terms, of the Amended Credit Agreement that are required to be satisfied by it in order to provide a Commitment and other Loan Documents with Term B-1 Loans in to become a Lender and (C) it is not an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting LendersIneligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement, as amended hereby, together with copies of the most recent financial statements referred to in Section 4.9 thereof or delivered pursuant to Section 5.1 thereof and such other documents and information as it has deemed appropriate to make it owns credit analysis and decision to enter into the Credit Agreement as amended by the Sixth Amendment, (iii) will independently and without reliance upon the Administrative Agent or any 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, (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto and (iiiv) shall agrees that it will perform in accordance with their terms all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) which by the terms of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans Agreement are required to be performed by each Non-Consenting Lender to the New Lender it as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loansa Lender.

New Lender. The New Lender hereby consents to 3.1. In connection with this Amendment. Each of the Agreement, and simultaneously with its effectiveness and certain fundings as set forth herein, SunTrust Bank (“New Lender”) will become a Lender for all purposes under the Original Credit Agreement and Loan Documents together with the existing Lender (the “Existing Lender”). Simultaneously with the effectiveness of this Agreement and certain fundings as set forth herein, Exhibit 3 to the Original Credit Agreement is deleted and replaced with the Exhibit 3 attached hereto. 3.2. Upon the full and complete execution of this Agreement, the Administrative Agent shall arrange, and each Lender (including New Lender and the Borrower acknowledges Existing Lender) shall fully cooperate, in making or receiving, as directed by the Administrative Agent, wire transfers and fund transfers reasonably necessary to effectuate the pro-rata shares set forth on Exhibit 3. Upon such transfer of funds, this Agreement shall be effective and such effectiveness shall relate back to 8:00 a.m. St. Louis time on the date of this Agreement. 3.3. New Lender agrees that, upon to the execution extent it has purchased and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (assumed or deemed be found to have been signed by purchased and assumed from Existing Lender any interest in any Loan that it has purchased and assumed such Non-Consenting Lender pursuant to interest, without recourse and without representation or warranty except as expressly set forth in Section 3.07(b) 3.4. Such purchase and assumption shall include that portion of the Amended Credit Agreement), Existing Lender’s obligations to fund unfunded Approvals equal to its percentage of the Floorplan Loans. 3.4. Existing Lender represents and warrants that it is the legal and beneficial owner of its Loans and that such interest is free and clear of any adverse claim. 3.5. New Lender (i) shall become confirms, covenants and agrees that it has received a “Lender” under, and for all purposes, and subject to and bound by the terms, copy of the Amended Original Credit Agreement and all prior amendments (if any), the Loan Documents, together with copies of the Financial Statements referred to therein and such other Loan Documents with Term B-1 Loans in an amount equal documents and information as it has deemed appropriate to the aggregate principal amount of all Existing Loans of all Non-Consenting Lendersmake its own credit analysis and decision to enter into this Agreement and become a Lender, and confirms and covenants that it has entered into this Agreement and agreed to become a Lender based on its own credit analysis and decision and without reliance upon any information provided by, or statement made by, Administrative Agent or any other Lender; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any Existing Lender or any other 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 Original Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) 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 Original 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 thereto; (iiiv) shall agrees that it will perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) their terms all of the Amended obligations that by the terms of the Original Credit Agreement and the other Loan Documents are required to be performed by it as a Lender; and (vi) promptly provide to Administrative Agent any U.S. Internal Revenue Service or other forms required under the Original Credit Agreement. 3.6. After Upon the assignment (or deemed assignment) effectiveness of Term B-1 Loans this Agreement and the funding by each Non-Consenting Lender to the New Lender of the amounts directed to be funded by it by the Administrative Agent as contemplated aboveset forth in Section 3.2 hereof, such New Lender shall be a Lender for all purposes under the Original Credit Agreement and the other Loan Documents. From and after the effective date of this Agreement, the New Lender Administrative Agent shall make all payments under the Original Credit Agreement and the Consenting Lenders shall together hold all Notes consistent with the pro-rata shares of the Term B-1 LoansLenders.

New Lender. The New Lender hereby consents to this Amendment. Each of the Xxxxx Fargo Bank, National Association (“New Lender, the Administrative Agent ”) hereby (a) represents and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender warrants that (i) shall become a “Lender” underit has full power and authority, and for has taken all purposesaction necessary, to execute and subject deliver this Amendment and to consummate the transactions contemplated hereby and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to become a Lender under the aggregate principal amount of all Existing Loans of all Non-Consenting LendersAmended Credit Agreement, (ii) appoints it satisfies the requirements, if any, specified in the Amended Credit Agreement and authorizes the Administrative Agent under applicable law that are required to take such action as agent on be satisfied by it in order to extend its behalf Commitments and to exercise such powers Loans under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative by the terms thereofbecome a Lender, together with such powers as are reasonably incidental thereto and (iii) from and after the Eleventh Amendment Effective Date, it shall perform all be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of its Commitments and Loans, shall have the obligations of and shall have all rights of a Lender of the applicable Class thereunder. Each Non-Consenting , (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Commitments and Loans of New Lender that does not execute such Assignment and Assumption shall be deemed either it, or the Person exercising discretion in making its decision to have executed extend the Commitments and delivered such Assignment Loans of New Lender, is experienced in acquiring assets of this type, and Assumption in accordance with Section 3.07(b(v) it has received a copy of the Amended Credit Agreement. After , together with copies of the assignment (or deemed assignmentmost recent financial statements delivered pursuant to Sections 5.01(a) and 5.01(b) of Term B-1 Loans by each Non-Consenting the Credit Agreement, 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 Amendment and to become a Lender under the Amended Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any Lender or their respective Related Parties, and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any Lender or their respective Related Parties, 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 New Lender as contemplated aboveLoan Documents, the New Lender and the Consenting Lenders shall together hold (ii) it will perform in accordance with their terms all of the Term B-1 Loansobligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lender. The New Lender hereby consents to this Amendment. Each of the New Lender, the Administrative Agent and the Borrower Borrowers acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption Acceptance signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by the Agent on behalf of such Non-Consenting Lender Lender, pursuant to Section 3.07(b2.16(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Non‑Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption Acceptance shall be deemed to have executed and delivered such Assignment and Assumption Acceptance in accordance with Section 3.07(b2.16(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. (a) On the Third Amendment Effective Date, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “New Lender”) hereby agrees to provide a Commitment in the amount set forth on Schedule 1.1 (a) attached hereto and the initial Pro Rata Share of the New Lender shall be as set forth therein. (b) The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby consents and to this Amendment. Each become a Lender under the Loan Agreement, (ii) it meets all requirements of an Eligible Assignee under the Loan Agreement, (iii) from and after the Third Amendment Effective Date, it shall be bound by the provisions of the New Loan Agreement as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, 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 Amendment and to provide its Commitment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a foreign lender, it has delivered to the Administrative Agent and the Borrower acknowledges any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and agrees that, upon the execution and delivery of an Assignment and Assumption signed executed by the New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Borrower and the Administrative Agent agree that, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement)Third Amendment Effective Date, the New Lender shall (i) shall become be a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal party to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Loan Agreement and the other Loan Documents as are delegated to Documents, (ii) be a “Lender” for all purposes of the Administrative by Loan Agreement and the terms thereofother Loan Documents, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment under the Loan Agreement and Assumption shall be deemed to have executed the other Loan Documents. (d) The applicable address, facsimile number and delivered such Assignment and Assumption in accordance with Section 3.07(b) electronic mail address of the Amended Credit Agreement. After New Lender for purposes of Section 11.1 of the assignment (or deemed assignment) of Term B-1 Loans Loan Agreement are as set forth in the New Lender’s Administrative Questionnaire delivered by each Non-Consenting the New Lender to the New Lender Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as contemplated above, shall be designated by the New Lender and in a notice to the Consenting Lenders shall together hold all of the Term B-1 LoansAdministrative Agent.

New Lender. (a) HSBC Bank USA, National Association (the "New Lender") hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of the New Lender shall be as set forth therein. (b) The New Lender (x) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby consents and to this Amendment. Each become a Lender under the Credit Agreement, (ii) it meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the New LenderCredit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the Borrower acknowledges terms of the Credit Agreement, duly completed and agrees that, upon the execution and delivery of an Assignment and Assumption signed executed by the New Lender; and (y) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Borrower agrees that, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement)date hereof, the New Lender shall (i) shall become be a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal party to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to Documents, (ii) be a "Lender" for all purposes of the Administrative by Credit Agreement and the terms thereofother Loan Documents, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunderunder the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 11.02 of the Credit Agreement are as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by the New Lender in a notice to the Administrative Agent. (e) The Lenders' Commitments and Loans under the Credit Agreement are hereby assigned and reallocated among the Lenders, including the New Lender, without recourse, representation or warranty, such that each of the Lenders, including the New Lender, has a Commitment in the amount set forth on Schedule 2.01 and holds its Applicable Percentage of the outstanding Loans. Each Non-Consenting Lender that does not execute such Assignment Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, all assignments and Assumption reallocations of Loans and Commitments pursuant to this Section 5 shall be deemed to have executed be assignments made subject to and delivered such Assignment and Assumption in accordance compliance with Section 3.07(b) 11.06 of the Amended Credit Agreement. After the assignment Agreement (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated aboveincluding, without limitation, the New Lender 'Standard Terms and the Consenting Lenders shall together hold all of the Term B-1 LoansConditions' applicable to Assignments and Assumptions).

New Lender. The By its execution of this Agreement, New Lender is hereby consents added to this Amendment. Each of the New Loan Agreement as a Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become confirms that it has received a “Lender” under, and for all purposes, and subject to and bound by the terms, copy of the Amended Credit Loan Agreement and the other Loan Documents Documents, together with Term B-1 Loans in an amount equal copies of any financial statements requested by New Lender and such other documents and information as it has deemed appropriate to the aggregate principal amount of all Existing Loans of all Non-Consenting Lendersmake its own credit analysis and decision to enter into this Agreement, (ii) agrees that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto thereto, (iv) confirms that the execution and delivery of this Agreement by New Lender is duly authorized, (iiiv) shall perform assumes all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender under the Loan Agreement and the other Loan Documents and agrees that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption it will perform in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold their terms all of the Term B-1 Loansobligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (vi) confirms that its payment instructions and notice instructions are as set forth in the attached Schedule 1, (vii) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, and (viii) if applicable, agrees to provide the forms prescribed by the Internal Revenue Service of the United States certifying that New Lender is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes.

New Lender. The New Lender As of the Second Amendment Effective Date, the parties hereto hereby consents to agree and acknowledge that, by executing this Amendment. Each of , Drawbridge Special Opportunities Fund LP (the "New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i") shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers Lender under the Amended Credit Financing Agreement and the other Loan Documents as are delegated to Documents. The New Lender (a) confirms that it has received copies of the Administrative by Financing Agreement and the terms thereofother Loan Documents, together with copies of the financial statements referred to therein and such powers other documents and information as are reasonably incidental thereto it has deemed appropriate to make its own credit analysis and (iii) shall perform all the obligations of and shall have all rights of decision to become a Lender thereunder. Each Non-Consenting Lender under the Financing Agreement; (b) agrees that does not execute such Assignment it will, independently and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of without reliance upon the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated aboveAdministrative Agent, the New Lender Collateral Agent, or any other Lender, based on such documents and the Consenting Lenders shall together hold all of the Term B-1 Loans.DOC ID - 22614363.5 13 INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THE LOAN DOCUMENTS; (C) APPOINTS AND AUTHORIZES EACH OF THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT TO TAKE SUCH ACTION AS THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT (AS THE CASE MAY BE) ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT (AS THE CASE MAY BE) BY THE TERMS THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO; AND (D) AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THE LOAN DOCUMENTS ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER. AS OF THE DATE HEREOF, THE NEW LENDER SHALL (I) BE A PARTY TO THE FINANCING AGREEMENT AND THE OTHER LOAN DOCUMENTS, (II) BE A "LENDER" FOR ALL PURPOSES OF THE FINANCING AGREEMENT AND THE OTHER LOAN DOCUMENTS AND (III) HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THE FINANCING AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE BORROWER HEREBY CONSENTS TO THE NEW LENDER BECOMING A LENDER UNDER THE FINANCING AGREEMENT AND THE OTHER LOAN DOCUMENTS. DOC ID - 22614363.5 14

New Lender. From and after the Third Amendment Effective Date, U.S. Bank, National Association (the “New Lender”), shall be a Lender under the Credit Agreement, with the Commitments as set forth therein. The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Third Amendment and to consummate the transactions contemplated hereby consents and to this Amendment. Each become a Lender having its Commitments set forth in the Credit Agreement, (ii) from and after the Third Amendment Effective Date, it shall be bound by the provisions of the New Credit Agreement as a Lender thereunder and, to the extent of its Commitments and related interests, shall have the obligations of a Lender thereunder, (iii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Third Amendment and to become a Lender having the Commitments set forth in the Credit Agreement, and (iv) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Third Amendment and to become a Lender having the Commitments set forth in the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Without limiting the generality of the foregoing, the New Lender confirms that it has thereby appointed (and does hereby appoint) Xxxxx Fargo Bank, National Association to act on its behalf as the Administrative Agent and the Borrower acknowledges has thereby authorized (and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(bdoes hereby authorize) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent actions on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofof the Loan Documents, together with such actions and powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loansthereto.

New Lender. The New Lender hereby consents to this Amendment. Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(bSections 9.02(c) and 9.04(b)(ii) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Initial Term B-1 Loans and Revolving Commitments in an amount equal to the aggregate principal amount of all Existing Term Loans and Existing Revolving Commitments, as applicable, of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(bSections 9.02(c) and 9.04(b)(ii) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Initial Term B-1 Loans and Revolving Commitments by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Initial Term B-1 LoansLoans and Revolving Commitments.

New Lender. The New Lender hereby consents joins in, becomes a party to, and agrees to this Amendment. Each comply with and be bound by the terms and conditions of the New Lender, the Administrative Agent Credit Agreement as amended hereby as a Lender thereunder and the Borrower acknowledges under each and agrees that, upon the execution and delivery of an Assignment and Assumption signed every other Loan Document to which any Lender is required to be bound by the New LenderCredit Agreement as amended hereby, to the same extent as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), if the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in were an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) original signatory thereto. The New Lender hereby 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 the other Loan Documents as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto thereto. The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iiic) from and after the Second Amendment Effective Date, it shall perform all be a party to and be bound by the provisions of the Credit Agreement as amended hereby and the other Loan Documents and have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. (a) The Lender executing and delivering this Amendment as a “New Lender", (the “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender hereby consents under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under Section 11.7 of the Credit Agreement, (C) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.7 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment. Each of the New Lender, (D) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, and (E) it is not and will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Internal Revenue Code, (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code, or (4) a “governmental plan” within the meaning of ERISA; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (b) The Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement)First Amendment Effective Date, the New Lender shall (i) shall become be a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal party to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (iv) have a Commitment in the amount set forth adjacent to the New Lender’s name under the heading “Commitment Amount” in Exhibit A of the Credit Agreement (as amended hereby). (c) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 11.2 of the Credit Agreement are delegated as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to the Administrative by Agent on or before the terms thereofFirst Amendment Effective Date or such other address, together with such powers facsimile number and electronic mail address as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans designated by each Non-Consenting Lender to the New Lender as contemplated above, in a written notice to the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.Administrative Agent. CHAR1\1889343v4

New Lender. The New Lender hereby consents to (a) By its execution of this Amendment. Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a party to the Credit Agreement as of the Sixth Amendment Effective Date and shall have all the rights and obligations, severally and not jointly, of a “Lender” under the Credit Agreement and the other Loan Documents as if it were an original signatory thereto, and shall agree, and does hereby agree, severally and not jointly, to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents to which the Lenders are a party, in each case, as if it were an original signatory thereto. (b) The New Lender, severally and not jointly, (i) confirms that it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (ii) agrees that it has independently and without reliance upon the Administrative Agent or any other Lender, and based on such information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the Credit Agreement (and that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other 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); (iii) represents and warrants that (A) its name set forth herein is its legal name, (B) it has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Amendment, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and for all purposesto consummate the transactions contemplated by, and subject to and bound by this Amendment, the terms, of the Amended Credit Agreement and the other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting LendersDocuments, (iiC) no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection herewith or therewith, and (D) this Amendment constitutes its legal, valid and binding obligation; (iv) 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 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 thereto; (v) appoints and authorizes the Issuing Bank to take such action as letter of credit issuing bank on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Issuing Bank by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iiivi) shall agrees that it will perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) their terms all of the Amended obligations that by the terms of the Credit Agreement. After Agreement are required to be performed by it as a Lender; and (vii) represents and warrants that under applicable Laws no tax will be required to be withheld by the assignment (Administrative Agent or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender the Borrower with respect to any payments to be made to the New Lender as contemplated abovehereunder or under any Loan Document, and no tax forms described in Section 5.03(a) of the Credit Agreement are required to be delivered by the New Lender (or if required, such tax forms have been delivered to the Administrative Agent as required under Section 5.03(a) of the Credit Agreement). (c) The New Lender hereby advises each other party hereto that its respective address for notices and its respective Lending Office shall be as set forth below its name on its signature page attached hereto. (d) On the Sixth Amendment Effective Date, each of the Lenders that was a Lender prior to the date Sixth Amendment Effective Date (each, an “Existing Lender”) hereby sells, assigns, transfers and conveys to the New Lender, and the Consenting Lenders shall together hold all New Lender hereto hereby purchases and accepts, so much of the Term B-1 Loansaggregate commitments under, and loans and participations in letters of credit outstanding under, the Credit Agreement such that, immediately after giving effect to the effectiveness of this Amendment, the Applicable Percentage of each Lender to the Credit Agreement and the portion of the relevant Commitment of each Lender, shall be as set forth on Annex I, as amended hereby (it being understood that if any Letters of Credit are outstanding under the Credit Agreement as of the Sixth Amendment Effective Date, then the New Lender shall have purchased and accepted from the Existing Lenders, a participation in such outstanding Letters of Credit based on its respective Applicable Percentage). The foregoing assignments, transfers and conveyances are without recourse to any Existing Lender and without any warranties whatsoever by the Administrative Agent, the Issuing Bank or any Existing Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any such Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Existing Lenders and the Lenders shall, if appropriate, make all appropriate adjustments in payments under the Credit Agreement and the other Loan Documents thereunder for periods prior to the adjustment date among themselves, but in no event shall any such adjustment of Eurodollar Loans (a) constitute a payment or prepayment of all or a portion of any Eurodollar Loans or (b) entitle any Lender to any reimbursement under Section 5.02 of the Credit Agreement.

New Lender. (a) The Lender executing this Amendment as a “New Lender” (the “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender hereby consents under the Credit Agreement, (B) it meets the requirements to be an Assignee under Section 10.6 of the Credit Agreement, (C) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment. Each of the New Lender, (D) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, and (E) it is not and will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code, (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code, or (4) a “governmental plan” within the meaning of ERISA; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (b) Each Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement)Second Amendment Effective Date, the New Lender shall (i) shall become be a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal party to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to Documents, (ii) be a “Lender” for all purposes of the Administrative by Credit Agreement and the terms thereofother Loan Documents, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment under the Credit Agreement and Assumption shall be deemed to have executed the other Loan Documents. (c) The applicable address, facsimile number and delivered such Assignment and Assumption in accordance with Section 3.07(b) electronic mail address of the Amended New Lender for purposes of Section 10.2 of the Credit Agreement. After Agreement are as set forth in the assignment (or deemed assignment) of Term B-1 Loans New Lender’s Administrative Questionnaire delivered by each Non-Consenting the New Lender to the New Lender Administrative Agent on or before the Second Amendment Effective Date or such other address, facsimile number and electronic mail address as contemplated above, shall be designated by the New Lender and in a notice to the Consenting Lenders shall together hold all of the Term B-1 LoansAdministrative Agent.

New Lender. The New Lender hereby consents joins in, becomes a party to, and agrees to this Amendment. Each comply with and be bound by the terms and conditions of the New Lender, the Administrative Agent Credit Agreement as amended hereby as a Lender thereunder and the Borrower acknowledges under each and agrees that, upon the execution and delivery of an Assignment and Assumption signed every other Loan Document to which any Lender is required to be bound by the New LenderCredit Agreement as amended hereby, to the same extent as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), if the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in were an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) original signatory thereto. The New Lender hereby 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 the other Loan Documents as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto thereto. The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Second Amendment, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iiic) from and after the Second Amendment Effective Date, it shall perform all be a party to and be bound by the provisions of the Credit Agreement as amended hereby and the other Loan Documents and have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. The New Lender hereby consents to this Amendment. Each a. As a signatory hereto, as of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, Amendment Effective Date (as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreementdefined below), the New Lender (i) shall become a “Lender” under, and Lender under the Credit Agreement for all purposes, purposes and subject to the same extent as if originally a party thereto and shall be bound by and entitled to the terms, benefits of the Amended Credit Agreement. The New Lender shall have a Revolving Commitment in the amount set forth under the heading “Revolving Commitment” opposite the New Lender’s name in Schedule 1.1A to the Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal (as amended pursuant to the aggregate principal amount of all Existing Loans of all Non-Consenting Lendersterms hereof). On the Amendment Effective Date, (ii) appoints and authorizes the New Lender shall make available to the Administrative Agent to take its pro rata share of Revolving Loans outstanding on such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption date in accordance with Section 3.07(b) 2.2 of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to Agreement as if the New Lender was party to the Credit Agreement on the date such Revolving Loans were originally made and the Administrative Agent shall reduce the amount of the outstanding Revolving Loans held by each of the Existing Lenders as contemplated abovenecessary to achieve a ratable allocation of the outstanding Revolving Loans. For the avoidance of doubt, the Borrower agrees to indemnify the Existing Lenders in accordance with Section 2.14 of the Credit Agreement for any loss incurred by the Existing Lenders in connection with the prepayment of the outstanding Revolving Loans described in this Section 6(a). b. The New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the Consenting Lenders transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender and (C) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall together hold deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (B) it will perform in accordance with their terms all of the Term B-1 Loansobligations which by the terms of the Loan Documents are required to be performed by it as a Lender. c. The New Lender’s address for notices for the purposes of the Credit Agreement is as follows: Bank of America, N.A. 000 Xxxxxxxxx Xxxxxx, Xxxxxxx XX 00000 Attention: Xxxxxx XxXxxx, Managing Director-Energy Facsimile: 000-000-0000 Telephone: 000-000-0000

New Lender. By its execution and delivery of this Amendment, the New Lender hereby agrees to become a Lender under the Credit Agreement with a Revolving Commitment as set forth on Schedule II to the Credit Agreement. The New Lender hereby consents represents and warrants to this Amendment. Each of the New Lender, the Administrative Agent as follows: (a) it has full power and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assigneeauthority, and each Non-Consenting Lenderhas taken all action necessary, as assignor (or deemed to have been signed by such Non-Consenting execute and deliver this Amendment, to consummate the transactions contemplated hereby and to become a Lender pursuant to Section 3.07(b) of under the Amended Credit Agreement), (b) from and after the New Lender (i) Effective Date, it shall become a “Lender” under, and for all purposes, and subject to and be bound by the terms, provisions of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal as a Lender thereunder and, to the aggregate principal amount extent of all Existing Loans of all Non-Consenting Lendersits Revolving Commitment, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender , and (c) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.2 thereof, 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 Amendment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and agrees that does (1) it will, independently and without reliance on the Administrative Agent or any other 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 execute such Assignment taking action under the Credit Documents, and Assumption shall be deemed to have executed and delivered such Assignment and Assumption (2) it will perform in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold their terms all of the Term B-1 Loansobligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

New Lender. The (a) On the Third Amendment Effective Date, JPMorgan Chase Bank, N.A. and Regions Bank (collectively, the “New Lenders”) hereby agrees to provide a Revolving Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of each New Lender hereby consents to this Amendment. shall be as set forth therein. (b) Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (a) represents and warrants that (i) shall it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a “Lender” under, and for all purposes, and subject to and bound by Lender under the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting LendersAgreement, (ii) appoints it meets the requirements to become a Lender under Section 11.06(b)(iii) and authorizes (v) of the Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take enter into this Agreement, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the CHAR1\1935368v3 Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other 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 as agent on its behalf and to exercise such powers under the Amended Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender agree that, as of the Third Amendment Effective Date, each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents as are delegated to Documents, (ii) be a “Lender” for all purposes of the Administrative by Credit Agreement and the terms thereofother Loan Documents, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of each New Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with for purposes of Section 3.07(b) 11.02 of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans Agreement are as set forth in such New Lender’s Administrative Questionnaire delivered by each Non-Consenting such New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by such New Lender as contemplated above, in a notice to the New Lender and the Consenting Lenders shall together hold all of the Term B-1 LoansAdministrative Agent.

New Lender. The (a) New Lender hereby consents Lender, by its signature to this Amendment. Each , agrees to become a Lender under the Loan Agreement, with a Revolver Commitment in the amount set forth with respect to the New Lender on Schedule 1 hereto, and to be bound by all of the New Lender, terms and conditions applicable to Lenders under the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, Loan Agreement and each Non-Consenting Lender, as assignor other Transaction Document. (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(bb) of the Amended Credit Agreement), the New Lender (i) shall represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a “Lender” underLender under the Loan Agreement, (B) it meets all requirements of an Eligible Assignee under the Loan Agreement, (C) from and for all purposesafter the Third Amendment Effective Date (as such term is hereinafter defined), and subject to and it shall be bound by the terms, provisions of the Amended Credit Loan Agreement and the other Transaction Documents as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it has received a copy of the Loan Documents Agreement, together with Term B-1 Loans in an amount equal copies of the most recent financial statements delivered pursuant to Section 9.1.3 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a party to the aggregate principal Loan Agreement, and (E) it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a party to the Loan Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Agent or any other 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 Transaction Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Transaction Documents are required to be performed by it as a Lender. (c) Each of the Agent, each Existing Lender, the Borrower, and Servicer agrees that, as of the Third Amendment Effective Date, New Lender shall (i) be a party to the Loan Agreement with a Revolver Commitment in the amount of all Existing Loans of all Non-Consenting Lendersset forth with respect to New Lender on Schedule 1 hereto, (ii) appoints and authorizes be a Lender for all purposes of the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Loan Agreement and the other Loan Documents as are delegated to the Administrative by the terms thereofTransaction Documents, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment under the Loan Agreement and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(bthe other Transaction Documents. (d) The address of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender for purposes of all notices and other communications is as contemplated above, set forth on the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loanssignature page hereto.

New Lender. The New Lender hereby consents to this Amendment. Each of (a) From and after the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement)Effective Date, the New Lender (i) shall become be a “Lender” underparty to the Credit Agreement with a Commitment of $10,000,000 as set forth on Schedule I to the Credit Agreement and, to the extent provided in this Amendment, shall have the rights and for all purposes, obligations of a Lender thereunder and subject to under the other Loan Documents and shall be bound by the termsprovisions thereof. Without limiting the foregoing, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in New Lender shall advance to the Agent on the Effective Date an amount equal to its Commitment Percentage (as set forth on Schedule A hereto) of the aggregate principal amount of all Existing Loans outstanding on such Effective Date and, upon receipt thereof, the Agent shall distribute to the other Lenders their ratable share of all Non-Consenting Lenderssuch amount. (b) The New Lender confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in subsection 6.1, the financial statements delivered pursuant to subsection 8.1, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment. (iic) The New Lender appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and each of the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform thereto, all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) 11 of the Amended Credit Agreement. After the assignment . (or deemed assignmentd) of Term B-1 Loans by each Non-Consenting Lender to the The New Lender as contemplated aboveagrees that it will perform in accordance with its terms, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loansobligations which by the terms of the Credit Agreement or any of the other Loan Documents are required to be performed by it as a Lender.

New Lender. The (a) Effective as of September 25, 2014 (the “Amendment Effective Date”), but subject to the satisfaction of the conditions precedent set forth in Section 3 below, each of the Lenders party to the Credit Agreement immediately prior to the date hereof (collectively, the “Existing Lenders”) hereby agrees that the Agent shall have full power and authority to allocate the Revolving Loan Commitment of such Existing Lender as in effect immediately prior to the Amendment Effective Date such that, immediately after giving effect to such allocations on the Amendment Effective Date, each Existing Lender and each New Lender shall hold the “Revolving Loan Commitment” set forth next to its name on Schedule 1.1(a) hereto. Each Existing Lender further agrees to make all assignments and/or transfers, and hereby consents to any such assignments and transfers, which may be necessary (including, without limitation, assignments of Loans and Letter of Credit Obligations) to effect the allocations described in the preceding sentence. (b) Effective as of the Amendment Effective Date, but subject to the satisfaction of the conditions precedent set forth in Section 3 below, each New Lender hereby consents to this Amendment. Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the by its execution and delivery of an Assignment and Assumption signed by the New Lenderthis Amendment, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) such New Lender will be deemed to be a party to the Credit Agreement as a “Lender”, (ii) such New Lender shall become have all of the obligations of a “Lender” underunder the Credit Agreement as if it had executed the same, (iii) such New Lender shall hold the “Revolving Loan Commitment” set forth next to its name on Schedule 1.1(a) hereto and for all purposes(iv) such New Lender shall purchase at par from the Existing Lenders, in immediately available funds, such New Lender’s Commitment Percentage of the Loans and subject Letters of Credit Obligations outstanding as of the Amendment Effective Date. Each New Lender hereby agrees to and be bound by all of the terms, provisions and conditions applicable to “Lenders” contained in the Credit Agreement. (c) For purposes of the Amended Credit Agreement this Amendment, “New Lender” means each financial institution that executes and other Loan Documents with Term B-1 Loans in an amount equal delivers to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent a signature page to take this Amendment on which it is indicated that such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of financial institution is a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the “New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 LoansLender”.

New Lender. 3.1 The New Lender hereby consents to this Amendment. Each of the New Lender, the Administrative Agent parties hereto confirm and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), agree that the New Lender (i) shall become be a “Lender” under, and Lender for all purposes, and subject to and bound by the terms, purposes of the Amended Credit Agreement and the other Loan Credit Documents with Term B-1 Loans in an amount equal having the Commitment set forth opposite its name on Exhibit "A" hereto and all references herein or therein to "Lenders" or a "Lender" shall be deemed to include the New Lender. 3.2 The New Lender hereby acknowledges and agrees that: (a) it will be bound by the Credit Agreement and the other Credit Documents as a Lender to the aggregate principal amount extent of its Commitment as fully as if it had been an original party to the Credit Agreement; (b) it has been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower and its Subsidiaries, all Existing Loans of the matters and transactions contemplated herein and in the Credit Agreement and other Credit Documents and all Non-Consenting Lendersother matters incidental to the Credit Agreement and the other Credit Documents. The New Lender confirms with the Agent that it does not rely, and it will not hereafter rely, on the Agent: (i) to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower, its Subsidiaries or any other Person under or in connection with the Credit Agreement and other Credit Documents or the transactions therein contemplated (whether or not such information has been or is hereafter distributed to it by the Agent); or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower and its Subsidiaries. (c) a copy of the Credit Agreement has been made available to it for review and further acknowledges and agrees that it has received copies of such other Credit Documents and such other information 7632518.3 that it has requested for the purposes of its investigation and analysis of all matters related to this Agreement, the Credit Agreement, the other Credit Documents and the transactions contemplated hereby and thereby. The New Lender acknowledges to the Agent that it is satisfied with the form and substance of the Credit Agreement (as amended and supplemented hereby) and the other Credit Documents. 3.3 Without in any way limiting the other provisions hereof, the New Lender irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform thereto, all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) the provisions of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the . 3.4 The New Lender as contemplated above, specifies that its address for the New Lender and the Consenting Lenders shall together hold all purpose of notices under Section 12.4 of the Term B-1 Loans.Credit Agreement is: For funding notices: Barclays Bank plc 000 Xxxxxx Xxxxxxxx Xxxxxx, XX 00000 Attention: US Loan Operations Facsimile: (000) 000-0000 For all other notices: Barclays Bank plc 000 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxx Facsimile: (000) 000-0000 Email: xxxx.xxxxxxxx@Xxxxxxxx.xxx

New Lender. (a) JPMorgan Chase Bank, N.A. (the “New Lender”) hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of the New Lender shall be as set forth therein. (b) The New Lender hereby consents to this Amendment. Each of the New Lender, the Administrative Agent (x) represents and the Borrower acknowledges warrants that (i) it has full power and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assigneeauthority, and each Non-Consenting Lenderhas taken all action necessary, as assignor to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (or deemed ii) it meets the requirements to have been signed by such Non-Consenting Lender pursuant to be an assignee under Section 3.07(b11.06(b)(iii) and (v) of the Amended Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the New Lender (i) Seventh Amendment Effective Date, it shall become a “Lender” under, and for all purposes, and subject to and be bound by the terms, provisions of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement and the other Loan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to provide its Commitment, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to provide its Commitment, and (vi) if it is a Foreign Lender, it has delivered any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender; and (y) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms thereofof the Loan Documents are required to be performed by it as a Lender. (c) Each of the Borrower and the Administrative Agent agrees that, together with such powers as are reasonably incidental thereto of the date hereof, the New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunderunder the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 11.02 of the Credit Agreement are as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by the New Lender in a notice to the Administrative Agent. (e) The Lenders’ Commitments and Loans under the Credit Agreement are hereby assigned and reallocated among the Lenders, including the New Lender, without recourse, representation or warranty, such that each of the Lenders, including the New Lender, has a Commitment in the amount set forth on Schedule 2.01 and holds its Applicable Percentage of the outstanding Loans. Each Non-Consenting Lender that does not execute such Assignment Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, all assignments and Assumption reallocations of Loans and Commitments pursuant to this Section 3 shall be deemed to have executed be assignments made subject to and delivered such Assignment and Assumption in accordance compliance with Section 3.07(b) 11.06 of the Amended Credit Agreement. After the assignment Agreement (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated aboveincluding, without limitation, the New Lender ‘Standard Terms and the Consenting Lenders shall together hold all of the Term B-1 LoansConditions’ applicable to Assignments and Assumptions).

New Lender. The New Lender hereby consents to this Amendment. Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(ba) of the Amended Credit Agreement), the New Lender (i) shall confirms that it has received documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and become a “Lender” under, and for all purposes, and subject party to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, as a Lender; (ii) agrees that it will, independently and without reliance upon Agent or any other 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; (iii) appoints and authorizes the Administrative Agent to take such action as agent Agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Financing Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto thereto; (iv) agrees that it will perform in accordance with their terms all obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (v) represents that on the date of this Agreement it is not presently aware of any facts that would cause it to make a claim under the Credit Agreement; (vi) represents and warrants that New Lender is (or, upon receipt of any required consents hereto by Agent) an Eligible Assignee; and (iiivii) shall perform represents and warrants that it has experience and expertise in the making or the purchasing of loans such as the Credit Extensions and Applicable Commitments it is purchasing in connection with this Agreement, and that it has acquired the interests described herein for its own account and without any present intention of selling all or any portion of such interests. (b) New Lender represents and warrants to the obligations of Agent and shall have all rights of a Lender thereunder. Each Non-Consenting each other Lender that does not execute such Assignment it has full power and Assumption shall be deemed authority to have enter into this Agreement and to perform its obligations hereunder in accordance with the provisions hereof, that this Agreement has been duly authorized, executed and delivered by such Assignment party and Assumption that this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with Section 3.07(bits terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity. (c) For the purposes hereof and for purposes of the Amended Credit Agreement. After , the assignment (or deemed assignment) notice address of Term B-1 Loans by each Non-Consenting Lender to the New Lender shall be as contemplated aboveset forth its signature page hereto. (d) The Agent, the New Lender and each other Lender agree that with effect from the Consenting Lenders shall together hold date of this Agreement, pro rata to its participation (i) becomes a party as a pledgee to the Share Pledge Agreement over the shares in Quotient Suisse SA (the “Swiss Pledge Agreement”) and is bound by all the terms and conditions thereof, (ii) assumes all rights and obligations of the Term B-1 Loans.a Lender under the Swiss Pledge Agreement and (iii) participates in the security granted pursuant to the Swiss Pledge Agreement

New Lender. The (a) On the date of this Agreement, each of Deutsche Bank AG New York Branch and Capital One, National Association (each, a “New Lender” and together, the “New Lenders”) hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of each New Lender hereby consents to this Amendment. shall be as set forth therein. (b) Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (a) represents and warrants that (i) shall it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a “Lender” under, and for all purposes, and subject to and bound by Lender under the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting LendersAgreement, (ii) appoints it meets the requirements to be an assignee under Section 11.06(b), (v) and authorizes (vi) of the Administrative Agent Credit Agreement (subject to take such action consents, if any, as agent on its behalf may be required under Section 11.06(b)(iii) of the Credit 1004288082v12 Agreement), (iii) from and to exercise such powers under after the Amended date of this Agreement, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as are delegated a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the assigned interest and either it, or the Person exercising discretion in making its decision to provide its Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and the other Loan Documents, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to provide its Commitment, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to provide its Commitment, and (vii) if it is a Foreign Lender, it has delivered to the Administrative Agent and the Borrower any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms thereofof the Loan Documents are required to be performed by it as a Lender. (c) The Borrower and the Administrative Agent agree that, together with such powers as are reasonably incidental thereto of the date of this Agreement, each New Lender shall (i) be a party to the Credit Agreement and the other Loan Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of each New Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with for purposes of Section 3.07(b) 11.02 of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans Agreement are as set forth in such New Lender’s Administrative Questionnaire delivered by each Non-Consenting such New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by such New Lender as contemplated above, in a notice to the New Lender and the Consenting Lenders shall together hold all of the Term B-1 LoansAdministrative Agent.

New Lender. From and after the effective date of the amendments set forth in Section 2, KeyBank National Association (the “New Lender”) shall be a Lender under the Credit Agreement, as amended hereby, with a Commitment as set forth therein. The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby consents and to this Amendment. Each become a Lender having its Commitment set forth the Credit Agreement as amended hereby, (ii) from and after the Effective Date, it shall be bound by the provisions of the New Credit Agreement as a Lender thereunder and, to the extent of its Commitment and related interests, shall have the obligations of a Lender thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment acquired hereby and it is experienced in acquiring assets of such type, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender having the Commitment set forth in the Credit Agreement as amended hereby, and (iv) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender having the Commitment set forth in the Credit Agreement as amended hereby; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Without limiting the generality of the foregoing, the New Lender confirms that it has thereby appointed (and does hereby appoint) Xxxxx Fargo to act on its behalf as the Administrative Agent and the Borrower acknowledges has thereby authorized (and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(bdoes hereby authorize) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent actions on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofof the Loan Documents, together with such actions and powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loansthereto.

New Lender. The (a) On the date of this Amendment, each of Mizuho Bank, Ltd., First National Bank of Pennsylvania, Santander Bank, N.A., United Bank, Compass Bank, and TriState Capital Bank (each a “New Lender” and collectively, the “New Lenders”) hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of each New Lender shall be as set forth therein. (b) Each New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby consents and to become a Lender under the Credit Agreement, (ii) it meets the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the date of this Amendment. Each , it shall be bound by the provisions of the New Credit Agreement as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to provide its Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to provide its Commitment, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to provide its Commitment, and (vii) if it is a Foreign Lender, it has delivered to the Administrative Agent and the Borrower acknowledges any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and agrees that, upon the execution and delivery of an Assignment and Assumption signed executed by the such New Lender, as assignee, ; and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(bb) of the Amended Credit Agreement), the New Lender agrees that (i) shall become a “it will, independently and without reliance on the Administrative Agent or any other Lender” under, and for all purposesbased 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 Loan Documents, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Borrower and authorizes the Administrative Agent agree that, as of the date of this Amendment, each New Lender shall (i) be a party to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to Documents, (ii) be a “Lender” for all purposes of the Administrative by Credit Agreement and the terms thereofother Loan Documents, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting under the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of each New Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with for purposes of Section 3.07(b) 11.02 of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans Agreement are as set forth in such New Lender’s Administrative Questionnaire delivered by each Non-Consenting such New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by such New Lender as contemplated above, in a notice to the New Lender and the Consenting Lenders shall together hold all of the Term B-1 LoansAdministrative Agent.

New Lender. (a) Royal Bank of Canada (the “New Lender”) hereby agrees to provide a Commitment in the amount set forth on Schedule 2.01 attached hereto and the initial Applicable Percentage of the New Lender shall be as set forth therein. (b) The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby consents and to this Amendment. Each become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the New Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the First Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to provide such Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to provide its Commitment, (vi) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to provide its Commitment, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the Administrative Agent terms of the Credit Agreement, duly completed and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed executed by the New Lender; and (b) agrees that (i) it will, independently and without reliance upon the Agent or any other 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Borrower agrees that, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement)date hereof, the New Lender shall (i) shall become be a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal party to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to Documents, (ii) be a “Lender” for all purposes of the Administrative by Credit Agreement and the terms thereofother Loan Documents, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunderunder the Credit Agreement and the other Loan Documents. (d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 10.02 of the Credit Agreement are as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to the Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by the New Lender in a notice to the Agent. (e) The Lenders’ Commitments and Loans under the Credit Agreement are hereby assigned and reallocated among the Lenders, including the New Lender, without recourse, representation or warranty, such that each of the Lenders, including the New Lender, has a Commitment in the amount set forth on Schedule 2.01 and holds its Applicable Percentage of the outstanding Loans. Each Non-Consenting Lender that does not execute such Assignment Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, all assignments and Assumption reallocations of Loans and Commitments pursuant to this Section 7 shall be deemed to have executed be assignments made subject to and delivered such Assignment and Assumption in accordance compliance with Section 3.07(b) 10.06 of the Amended Credit Agreement. After the assignment Agreement (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated aboveincluding, without limitation, the New Lender ‘Standard Terms and the Consenting Lenders shall together hold all of the Term B-1 LoansConditions’ applicable to Assignments and Assumptions).

New Lender. The (a) Effective as set forth in Section 5 below, each undersigned New Lender hereby consents agrees to this Amendmentmake Revolving Credit Loans pursuant to the terms of the Amended Credit Agreement in the principal amount of such New Lender’s Revolving Credit Commitment as set forth on Schedule I to the Amended Credit Agreement. Each of New Lender not a party to the New Lender, the Administrative Agent and the Borrower Existing Credit Agreement hereby acknowledges and agrees that, upon the by its execution and delivery of an Assignment and Assumption signed by the this Amendment as a “New Lender”, as assignee, and each Non-Consenting Lender, as assignor (or i) such New Lender will be deemed to be a party to the Amended Credit Agreement as a “Revolving Credit Lender” and a “Lender” and (ii) such New Lender shall have been signed all of the obligations of a “Revolving Credit Lender” and a “Lender” under the Amended Credit Agreement and agrees to be bound by such Non-Consenting Lender pursuant all of the terms, provisions and conditions applicable to Section 3.07(b) of “Revolving Credit Lenders” and “Lenders” contained in the Amended Credit Agreement), in each case, as if it had executed the same. (b) Each undersigned New Lender (i) shall become represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a “Lender” undercopy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Sections 9.1. and 9.2. thereof, as applicable, and for all purposeshas reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and subject without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to and bound by the terms, of make its own credit decisions in taking or not taking action under the Amended Credit Agreement and or any other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, instrument or document furnished pursuant hereto or thereto; (iiiv) 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 the or any other Loan Documents instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto thereto; and (iiiv) shall perform all if it is a Foreign Lender, confirms that it has delivered any documentation to the obligations of Administrative Agent and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall the Borrower required to be deemed delivered by it pursuant to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) the terms of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans , duly completed and executed by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loansit.

New Lender. The Gxxxxxx Sxxxx Bank USA (“New Lender”) hereby agrees to perform all obligations with respect to its respective Revolving Commitment and/or Term Commitment as if New Lender hereby consents were an original Lender under and signatory to this Amendment. Each of the New LenderCredit Agreement having a Commitment equal to its respective Revolving Commitment and/or Term Commitment as set forth on Schedule I attached to the Credit Agreement (as amended hereby), which obligations shall include, without limitation, the Administrative obligation to indemnify the Agent and as provided in the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the . New Lender (i) shall confirms that it has received a copy of the Credit Agreement (as amended hereby), together with copies of the financial statements requested by New Lender and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal party to the aggregate principal amount of all Existing Loans of all Non-Consenting LendersCredit Agreement, (ii) agrees that it will, independently and without reliance upon the Agent or any other 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 Loan Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and thereto, (iiiiv) shall agrees that it will perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold their terms all of the Term B-1 Loansobligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule I attached to the Credit Agreement (as amended hereby), and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

New Lender. The New Lender hereby consents to this Amendment. Each of the New Lenderjoins in, the Administrative Agent and the Borrower acknowledges becomes a party to, and agrees that, upon the execution to comply with and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and be bound by the terms, terms and conditions of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Documents with Term B-1 Loans in an amount equal Document to which any Lender is required to be bound by the Amended Credit Agreement, to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) same extent as if the New Lender were an original signatory thereto. The New Lender hereby appoints and authorizes the Administrative Agent to take such action as agent the Administrative Agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (b) it has received a copy of the Credit Agreement and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the First Amendment Effective Date, it shall be a party to and be bound by the provisions of the Amended Credit Agreement and the other Loan Documents as are delegated to and have the Administrative by the terms thereof, together with such powers as are reasonably incidental thereto rights and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. From and after the Amendment Effective Date, 1st Source Bank, an Indiana banking corporation (the “New Lender”), shall be a Lender under the Amended Credit Agreement, with the Commitments as set forth therein. The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby consents and to this Amendment. Each become a Lender having its Commitments set forth in the Amended Credit Agreement, (ii) from and after the Amendment Effective Date, it shall be bound by the provisions of the New LenderAmended Credit Agreement as a Lender thereunder and, to the Administrative Agent extent of its Commitments and related interests, shall have the Borrower acknowledges and agrees thatobligations of a Lender thereunder, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(biii) it has received a copy of the Amended Credit Agreement), and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender having the Commitments set forth in the Amended Credit Agreement, and (iv) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to become a Lender having the Commitments set forth in the Amended Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Without limiting the generality of the foregoing, the New Lender confirms that it has thereby appointed (iand does hereby appoint) shall become a “Lender” underXxxxx Fargo Bank, National Association to act on its behalf as the Administrative Agent and for all purposes, has thereby authorized (and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (iidoes hereby authorize) appoints and authorizes the Administrative Agent to take such action as agent actions on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereofof the Loan Documents, together with such actions and powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loansthereto.

New Lender. The New Lender hereby consents joins in, becomes a party to, and agrees to this Amendment. Each comply with and be bound by the terms and conditions of the New Lender, the Administrative Agent Credit Agreement as a Lender thereunder and the Borrower acknowledges under each and agrees that, upon the execution and delivery of an Assignment and Assumption signed every other Loan Document to which any Lender is required to be bound by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), to the same extent as if the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in were an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) original signatory thereto. The New Lender hereby 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 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 thereto. The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iiic) from and after the First Amendment Effective Date, it shall perform all be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. The New Lender hereby consents to this Amendment. Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption Acceptance signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by the Agent on behalf of such Non-Consenting Lender Lender, pursuant to Section 3.07(b2.16(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption Acceptance shall be deemed to have executed and delivered such Assignment and Assumption Acceptance in accordance with Section 3.07(b2.16(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. The (a) Effective as set forth in Section 3 below, each undersigned New Lender hereby consents agrees to this Amendmentpurchase its Pro Rata Share of Loans pursuant to the terms of the Amended Term Loan Agreement in the principal amount of such New Lender’s Loans as set forth on Schedule I to the Amended Term Loan Agreement. Each of New Lender not a party to the New Lender, the Administrative Agent and the Borrower Existing Term Loan Agreement hereby acknowledges and agrees that, upon the by its execution and delivery of an Assignment and Assumption signed by the this Amendment as a “New Lender”, (i) such New Lender will be deemed to be a party to the Amended Term Loan Agreement as a “Lender” and (ii) such New Lender shall have all of the obligations of a “Lender” under the Amended Term Loan Agreement and agrees to be bound by all of the terms, provisions and conditions applicable to “Lenders” contained in the Amended Term Loan Agreement, in each case, as assignee, and each Non-Consenting Lender, as assignor if it had executed the same. (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(bb) of the Amended Credit Agreement), the Each undersigned New Lender (i) shall become represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a “Lender” undercopy of the Existing Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Sections 9.1. and 9.2. thereof, as applicable, and for all purposeshas reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and subject without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to and bound by the terms, of make its own credit decisions in taking or not taking action under the Amended Credit Term Loan Agreement and or any other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, instrument or document furnished pursuant hereto or thereto; (iiiv) 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 Term Loan Agreement and the or any other Loan Documents instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto thereto; and (iiiv) shall perform all if it is a Foreign Lender, confirms that it has delivered any documentation to the obligations of Administrative Agent and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall the Borrower required to be deemed delivered by it pursuant to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) the terms of the Amended Credit Term Loan Agreement. After the assignment (or deemed assignment) of Term B-1 Loans , duly completed and executed by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loansit.

New Lender. The New Lender hereby consents joins in, becomes a party to, and agrees to this Amendment. Each comply with and be bound by the terms and conditions of the New Lender, the Administrative Agent Credit Agreement as amended hereby as a Lender thereunder and the Borrower acknowledges under each and agrees that, upon the execution and delivery of an Assignment and Assumption signed every other Loan Document to which any Lender is required to be bound by the New LenderCredit Agreement as amended hereby, to the same extent as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), if the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in were an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) original signatory thereto. The New Lender hereby 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 the other Loan Documents as amended hereby as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto thereto. The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment, to perform its obligations under this Amendment and the Credit Agreement, to consummate the transactions contemplated hereby and to become a party to, and a Lender under, the Credit Agreement as amended hereby, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iiic) from and after the Amendment Effective Date, it shall perform all be a party to and be bound by the provisions of the Credit Agreement as amended hereby and the other Loan Documents and have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. The (a) New Lender hereby consents Lender, by its signature to this Amendment. Each , agrees to become a Lender under the Loan Agreement, with a Revolver Commitment in the amount set forth with respect to New Lender on Schedule 1 hereto, and to be bound by all of the New Lender, terms and conditions applicable to Lenders under the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, Loan Agreement and each Non-Consenting Lender, as assignor other Transaction Document. (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(bb) of the Amended Credit Agreement), the New Lender (i) shall represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a “Lender” underLender under the Loan Agreement, (B) from and for all purposesafter the Amendment Effective Date (as such term is hereinafter defined), and subject to and it shall be bound by the terms, provisions of the Amended Credit Loan Agreement and the other Transaction Documents as a Lender thereunder and shall have the obligations of a Lender thereunder, (C) it has received a copy of the Loan Documents Agreement, together with Term B-1 Loans in an amount equal copies of the most recent financial statements delivered pursuant to Section 9.1.3 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a party to the aggregate principal Loan Agreement, and (D) it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to become a party to the Loan Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Agent or any other 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 Transaction Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Transaction Documents are required to be performed by it as a Lender. (c) Each of the Agent, Existing Lender, the Borrower, and Servicer agrees that, as of the Amendment Effective Date, the New Lender shall (i) be a party to the Loan Agreement with a Revolver Commitment in the amount of all Existing Loans of all Non-Consenting Lendersset forth with respect to New Lender on Schedule 1 hereto, (ii) appoints and authorizes be a Lender for all purposes of the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Loan Agreement and the other Loan Documents as are delegated to the Administrative by the terms thereofTransaction Documents, together with such powers as are reasonably incidental thereto and (iii) shall perform all have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment under the Loan Agreement and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(bthe other Transaction Documents. (d) The address of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender for purposes of all notices and other communications is as contemplated above, set forth on the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loanssignature page hereto.

New Lender. (a) The Lender executing and delivering this Amendment as a “New Lender", (the “New Lender”) (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender hereby consents under the Credit Agreement, (B) it meets the requirements to be an Eligible Assignee under Section 11.7 of the Credit Agreement, (C) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.7 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment. Each of the New Lender, (D) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, and (E) it is not and will not be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Internal Revenue Code, (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code, or (4) a “governmental plan” within the meaning of ERISA; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other 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 Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (b) The Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement)First Amendment Effective Date, the New Lender shall (i) shall become be a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal party to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents Documents, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (iv) have a Commitment in the amount set forth adjacent to the New CHAR1\1889347v5 Lender’s name under the heading “Commitment Amount” in Exhibit A of the Credit Agreement (as amended hereby). (c) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 11.2 of the Credit Agreement are delegated as set forth in the New Lender’s Administrative Questionnaire delivered by the New Lender to the Administrative by Agent on or before the terms thereofFirst Amendment Effective Date or such other address, together with such powers facsimile number and electronic mail address as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans designated by each Non-Consenting Lender to the New Lender as contemplated above, in a written notice to the New Lender and the Consenting Lenders shall together hold all of the Term B-1 LoansAdministrative Agent.

New Lender. The New Lender hereby consents to this Amendment. Each of the New Lenderjoins in, the Administrative Agent and the Borrower acknowledges becomes a party to, and agrees that, upon the execution to comply with and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and be bound by the terms, terms and conditions of the Amended Credit Agreement as a Lender thereunder and under each and every other Loan Documents with Term B-1 Loans in an amount equal Document to which any Lender is required to be bound by the Credit Agreement, to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) same extent as if such New Lender were an original signatory thereto. The New Lender hereby 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 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 thereto. The New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iiic) from and after the Fifth Amendment Effective Date, it shall perform all be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loans.

New Lender. The New Lender hereby consents to this Amendment. Each of (a) From and after the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement)date hereof, the New Lender (i) shall become be deemed to be a “Lender” underLender for all purposes of the Credit Agreement, and for all purposes, and subject each reference to and bound by the terms, of Lenders in the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal shall be deemed to include the aggregate principal amount of all Existing Loans of all Non-Consenting LendersNew Lender. The New Lender appoints JPMorgan Chase Bank, (ii) appoints N.A. as the Administrative Agent and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto thereto. (b) The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment No. 3 and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.6 of the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Amendment Effective Date, it shall perform all be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitments, shall have the obligations of and shall have all rights of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.1 of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment No. Each Non-Consenting 3, (v) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment No. 3, and (vi) if it is a Foreign Lender, any documentation required to be delivered by it pursuant to the terms of the Credit Agreement has been delivered to the Administrative Agent; and (b) agrees that does (i) it will, independently and without reliance upon the Administrative Agent or any other 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 execute such Assignment taking action under the Loan Documents, and Assumption shall be deemed to have executed and delivered such Assignment and Assumption (ii) it will perform in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold their terms all of the Term B-1 Loansobligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

New Lender. The New Lender hereby consents joins in, becomes a party to, and agrees to this Amendment. Each comply with and be bound by the terms and conditions of the New Lender, Credit Agreement as a Lender thereunder to the Administrative Agent and the Borrower acknowledges and agrees that, upon the execution and delivery of an Assignment and Assumption signed by the New Lender, same extent as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), if the New Lender were an original signatory thereto. The New Lender (a) represents and warrants that (i) shall it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a “Lender” under, and for all purposes, and subject to and bound by Lender under the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting LendersAgreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Second Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Pro Rata Share, shall have the obligations of a Lender thereunder, and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.2 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Agent, the Collateral Agent or any Lender; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Collateral Agent or any 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 Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. The New Lender hereby appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent the Agent or the Collateral Agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto and (iii) shall perform all the obligations of and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall be deemed to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loansthereto.

New Lender. The (a) Effective as set forth in Section 3 below, each undersigned New Lender hereby consents agrees to this Amendmentpurchase its Pro Rata Share of Tranche A-1 Term Loans pursuant to the terms of the Amended Credit Agreement in the principal amount of such New Lender’s Tranche A-1 Term Loans as set forth on Schedule II to the Amended Credit Agreement. Each of New Lender not a party to the New Lender, the Administrative Agent and the Borrower Existing Credit Agreement hereby acknowledges and agrees that, upon the by its execution and delivery of an Assignment and Assumption signed by the this Amendment as a “New Lender”, as assignee, and each Non-Consenting Lender, as assignor (or i) such New Lender will be deemed to be a party to the Amended Credit Agreement as a “Tranche A-1 Term Loan Lender” and a “Lender” and (ii) such New Lender shall have been signed all of the obligations of a “Tranche A-1 Term Loan Lender” and a “Lender” under the Amended Credit Agreement and agrees to be bound by such Non-Consenting Lender pursuant all of the terms, provisions and conditions applicable to Section 3.07(b) of “Tranche A-1 Term Loan Lenders” and “Lenders” contained in the Amended Credit Agreement), in each case, as if it had executed the same. (b) Each undersigned New Lender (i) shall become represents and warrants that it is legally authorized to enter into this Amendment; (ii) confirms that it has received a “Lender” undercopy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Sections 9.1. and 9.2. thereof, as applicable, and for all purposeshas reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and subject without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to and bound by the terms, of make its own credit decisions in taking or not taking action under the Amended Credit Agreement and or any other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, instrument or document furnished pursuant hereto or thereto; (iiiv) 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 the or any other Loan Documents instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto thereto; and (iiiv) shall perform all if it is a Foreign Lender, confirms that it has delivered any documentation to the obligations of Administrative Agent and shall have all rights of a Lender thereunder. Each Non-Consenting Lender that does not execute such Assignment and Assumption shall the Borrower required to be deemed delivered by it pursuant to have executed and delivered such Assignment and Assumption in accordance with Section 3.07(b) the terms of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans , duly completed and executed by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold all of the Term B-1 Loansit.

New Lender. The New Lender hereby consents to Upon the effectiveness of this Amendment. Each , Branch Banking and Trust Company, as a new Lender (the “New Lender”), agrees that it shall have all of the New Lender, the Administrative Agent rights and the Borrower acknowledges and agrees that, upon the execution and delivery obligations of an Assignment and Assumption signed by the New Lender, as assignee, and each Non-Consenting Lender, as assignor (or deemed to have been signed by such Non-Consenting a Lender pursuant to Section 3.07(b) of the Amended Credit Agreement), the New Lender (i) shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Amended Credit Agreement and other Loan Documents with Term B-1 Loans in an amount equal to the aggregate principal amount of all Existing Loans of all Non-Consenting Lenders, (ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents and agrees to fund the Initial Term Loans on the Fifth Amendment Effective Date as are delegated set forth in Section 2.1 of the Credit Agreement (as modified by this Amendment). The New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (B) subject to the approval of the Administrative Agent as evidenced by its signature to this Amendment, it meets all the requirements to be an Eligible Assignee, (C) from and after the effectiveness of this Amendment, it shall be bound by the terms thereof, together with such powers provisions of the Credit Agreement as are reasonably incidental thereto and (iii) shall perform all the obligations of a Lender thereunder and shall have all rights the obligations of a Lender thereunder. Each Non-Consenting , (D) it is sophisticated with respect to decisions to make Initial Term Loans and either it, or the Person exercising discretion in making its decision to make Initial Term Loans, is experienced in making loans of such type, (E) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1 or 8.2 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to make Initial Term Loans, (F) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the Credit Agreement and to provide its Initial Term Loans, and (G) it has provided all documentation required to be delivered by it pursuant to the terms of the Credit Agreement to the Administrative Agent, duly completed and executed by it; and (ii) agrees that does (A) it will, independently and without reliance upon the Administrative Agent or any 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 execute such Assignment taking action under the Loan Documents, and Assumption shall be deemed to have executed and delivered such Assignment and Assumption (B) it will perform in accordance with Section 3.07(b) of the Amended Credit Agreement. After the assignment (or deemed assignment) of Term B-1 Loans by each Non-Consenting Lender to the New Lender as contemplated above, the New Lender and the Consenting Lenders shall together hold their terms all of the Term B-1 Loansobligations which by the terms of the Loan Documents are required to be performed by it as a Lender.