Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of the Revolving Credit Maturity DateLoan Documents is subject to the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, the Borrower shall satisfy each following: (a) this Agreement; (b) a certificate of the following requirements for such extension Secretary of Borrower with respect to become effective incumbency and resolutions authorizing the execution and delivery of this Agreement; (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):c) UCC National Form Financing Statement; (d) a payoff letter with respect to Borrower’s Indebtedness to East West Bank; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) The Administrative Agent shall have received an Extension Notice within payment of the period required under fees and Bank Expenses then due specified in Section 2.14(a2.5(a) aboveand (b) hereof; (j) initial reporting which includes: (i) the information required by Section 6.3(a) herein for the most recent month ended at least 30 days prior to the Closing Date; (ii) On the year-to date of such Extension Notice and both immediately before and immediately after giving effect to such extension financial statements as of the Revolving Credit Maturity last day of the most recent month ended at least 30 days prior to the Closing Date, no Default shall have occurred ; (iii) unaudited financial statements for Borrower’s most recently completed fiscal year; and be continuing(iv) such other financial information as Bank may reasonably request. (k) a current Compliance Certificate in accordance with Section 6.3 herein and evidence that Borrower is in compliance with all covenants set forth in Section 6.8 herein on a pro forma basis as of the Closing Date; (iiil) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason[reserved]; (ivm) The Administrative Agent shall have received a certificate of [reserved]; (n) subject to Section 6.12 hereof, evidence satisfactory to Bank that the Borrower dated as of the applicable Extension Effective Date, signed insurance policies and endorsements required by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and Section 6.6 hereof are and remain in full force and effect and have effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (o) landlord waiver for ▇ ▇▇▇▇▇▇, Suite 100 Irvine, CA 92618; (p) confirmation that Borrower is not been modified, rescinded or superseded since the date of adoption and involved in material litigation; (ii) certifying that (Aq) the representations and warranties contained in Article V and the other Loan Documents are 5 shall be true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date Closing Date, and no Event of the Extension Notice andDefault shall have occurred and be continuing, both before and or would exist after giving effect to such extension, on and as the closing of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existsLoan Documents; (vr) upon an audit of the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective DateCollateral, the Borrower shall have provided to such Lender, and such Lender results of which shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior satisfactory to the applicable Extension Effective DateBank; and (vis) at least fifteen days prior to the applicable Extension Effective Datesuch other documents, if the Borrower qualifies and completion of such other matters, as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the BorrowerBank may reasonably deem necessary or appropriate.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the Incremental Dollar Revolving Credit Maturity Date, Lenders to provide the Borrower Incremental Dollar Revolving Credit Commitments and of the Tranche E Refinancing Term Lenders to make the Tranche E Refinancing Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Second 2015 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Incremental Dollar Revolving Credit Lenders and (iv) the Tranche E Refinancing Term Lenders; (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the Incremental Dollar Revolving Credit Commitments and the making of the Revolving Credit Maturity Date, no Default shall have occurred Tranche E Refinancing Term Loans and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit application of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as proceeds thereof, each of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date conditions set forth in Section 4.01(b) and Section 4.01(c) of the foregoing clause (1)) after giving effect to such qualification and (3) Credit Agreement shall be satisfied; provided that, for purposes of this the condition set forth in Section 2.144.01(b), the representations and warranties contained words “Second Restatement Date” set forth in subsections (a) and (bSection 3.13(a) of the Credit Agreement shall be deemed to be “Second 2015 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 5.05 3.13(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant 2015 Additional Transactions, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded; (c) the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the Second 2015 Effective Date after giving effect to subsections the 2015 Additional Transactions, shall be no greater than 7.25 to 1.00 and 4.25 to 1.00, respectively; (ad) the Agent shall have received a certificate dated as of the Second 2015 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraphs (b) and (b), respectively, of Section 6.01, and (Bc) no Default existsabove; (ve) upon the reasonable request Agent shall have received a notice of any Lender made borrowing in accordance with Section 2.03 and 2.26(a) of the Credit Agreement; (f) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the 2015 Effective Date; (g) the Agent shall have received, at least twenty-five days three Business Day prior to the applicable Extension Second 2015 Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent, any Incremental Dollar Revolving Credit Lender or any Tranche E Refinancing Term Lender at least fifteen days five Business Days prior to the applicable Extension Second 2015 Effective Date; and (vih) the Agent shall have received all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Incremental Dollar Revolving Credit Commitments and the Tranche E Refinancing Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Second 2015 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least fifteen days one Business Day prior to the applicable Extension Second 2015 Effective Date. The Agent shall notify the Borrower and the Lenders of the Second 2015 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension This Amendment, and the obligation of the Revolving Credit Maturity Tenth Amendment Incremental Tranche D Lenders to fund the Tenth Amendment Incremental Tranche D Loans, shall become effective on the first date (the “Tenth Amendment Effective Date, the Borrower shall satisfy ”) when each of the following requirements for such extension to become effective conditions precedent have been satisfied: (in each casea) Each of the Borrowers, the first date Lenders party hereto (constituting the Required Lenders, determined immediately prior to giving effect to the Tenth Amendment Transactions) and the Tenth Amendment Incremental Tranche D ▇▇▇▇▇▇▇ shall have executed and delivered to the Administrative Agent this Amendment; (b) No Default shall have occurred and be continuing under the Credit Agreement immediately prior to giving effect to this Amendment and no Default shall have occurred and be continuing immediately after giving effect to this Amendment (including consummation of the Tenth Amendment Transactions); (c) The Administrative Agent shall have received from each Loan Party a counterpart of the Reaffirmation of Guarantee and Collateral Agreement and the other Loan Documents signed on which behalf of such conditions precedent are satisfied or waivedparty; (d) The Administrative Agent shall have received from the Borrowers any notes required pursuant to Section 2.06(c) of the Credit Agreement signed on behalf of such party; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the “Extension authorization of the Tenth Amendment Transactions and this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents or the Tenth Amendment Transactions and this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower Representative shall have executed and delivered that certain Tenth Amendment Fee Letter, in form and substance reasonably satisfactory to the Administrative Agent, to the Administrative Agent; (g) The Administrative Agent and the Lenders shall have received the Initial Budget, a true and complete copy of which is attached hereto as Annex A; (h) The Lenders (including, for the avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Tenth Amendment Effective Date pursuant to the Credit Agreement, this Amendment and/or the Tenth Amendment Fee Letter, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of each Lender’s counsel and the Administrative Agent’s counsel, as set forth in an invoice delivered to the Company at least one (1) Business Day prior to the Tenth Amendment Effective Date”):) required to be paid or reimbursed by any Loan Party under any Loan Document or Section 10 hereof; (i) The Administrative Agent shall have received an Extension Notice within a written opinion (addressed to the period required under Section 2.14(aAdministrative Agent and the Lenders and dated the Tenth Amendment Effective Date) above; (ii) On of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the date of such Extension Notice Loan Parties, in form and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid substance reasonably satisfactory to the Administrative Agent; (j) The Lenders (including, for the pro rata benefit avoidance of doubt, the Tenth Amendment Incremental Tranche D Lenders) and the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, including, without limitation, a duly executed IRS Form W-9 (or such other applicable IRS form) of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of Borrowers, in each case to the applicable Extension extent requested in writing at least seven (7) days prior to the Tenth Amendment Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (ivk) The Administrative Agent shall have received a certificate of certificate, dated the Borrower dated as of the applicable Extension Tenth Amendment Effective Date, Date and signed by a Responsible Officer of the Borrower Loan Parties, confirming (ix) (A) certifying that the Collateral and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not Guarantee Requirement has been modified, rescinded or superseded since the date of adoption satisfied and (iiy) certifying that (A) compliance with the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date conditions set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections paragraphs (a) and (b) of Section 5.05 shall be deemed to refer to 4.03 of the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existsCredit Agreement; (vl) upon Each FCC License held by the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, Loan Parties and such Lender their Subsidiaries shall be reasonably satisfied with, the documentation in full force and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Dateeffect; and (vim) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it The representations and warranties set forth in Section 4 shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe true and correct.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement, the conversion of the Revolving Credit Maturity DateTranche E Term Loans of the Accepting Tranche E Term Lenders pursuant to the Tranche E Term Loan Modification, the Borrower conversion of the Tranche F Term Loans of the Accepting Tranche F Term Lenders pursuant to the Tranche F Term Loan Modification and the obligations of the 2023 Refinancing Term Lenders to make the 2023 Refinancing Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 11 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2023 Accepting Term Lenders (iv) the 2023 Refinancing Term Lenders and (v) Lenders constituting the Required Lenders and the Required Revolving Lenders (in each case, determined as of immediately after the consummation of the transactions set forth in Sections 2 and 3); (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the Tranche E Term Loan Modification and the Tranche F Term Loan Modification and the making of the Revolving Credit Maturity Date, no Default shall have occurred 2023 Refinancing Term Loans and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit application of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as proceeds thereof, each of the applicable Extension conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 11 Effective Date” in each place they appear therein, an extension fee (ii) the words “Second Restatement Transactions” in an amount equal to 0.075% of the Revolving Credit Facility in effect on such dateSection 3.11 (including component definitions thereof, it being understood and agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered reference to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse EffectLender Presentation” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 therein shall be deemed to refer to the most recent statements furnished pursuant to subsections (alender presentation delivered in connection with the 2023 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “2023 Transactions”, (b)iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, respectively(iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of Section 6.01the Credit Agreement shall be deemed to be “September 30, 2020, 2021 and 2022” and (Bv) no Default existsthe words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (vc) upon the reasonable request Agent shall have received a certificate dated as of any Lender made the Amendment No. 11 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) above; (d) (i) the Agent shall have received a notice of borrowing with respect to the Extended Tranche E Term Loans, the Extended Tranche F Term Loans and the 2023 Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche E Term Loans and the Non-Converted Tranche F Term Loans to be prepaid on the Amendment No. 11 Effective Date in accordance with Section 2.09(b) of the Credit Agreement; (e) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the 2023 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 10 Effective Date; (g) the Agent shall have received, at least twenty-five days three Business Days prior to the applicable Extension Amendment No. 11 Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent, any 2023 Accepting Term Lender or any 2023 Refinancing Term Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 11 Effective Date; and (vih) the Agent shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the 2023 Term Loan Modifications and 2023 Refinancing Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 11 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least fifteen days one Business Day prior to the applicable Extension Amendment No. 11 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 11 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The obligations of the Revolving Credit Maturity parties hereto set forth in Sections 1 and 2 hereof shall become effective immediately upon the date (the “Effective Date, the Borrower shall satisfy ”) when each of the following requirements for such extension to become effective conditions shall first have been satisfied (in each case, which may be satisfied concurrently with the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (ia) The Administrative Agent each of the parties hereto shall have executed and delivered this Agreement; (b) each of the parties hereto shall have executed and delivered the transfer and assignment agreements relating to the Foreign Security Documents listed on Part II of Schedule 1 hereto; (c) DBTCA shall have confirmed in writing that, to its knowledge, it has received from Bank of America all documentation described on Schedule 2 hereto; (d) DBTCA shall have confirmed in writing that it has received the items set forth on Schedule 3 hereto (other than the certificate issued by BreakFive, LLC), to the extent constituting possessory Collateral; (e) Bank of America shall have received an Extension Notice within from the period required under Section 2.14(a) aboveBorrower payment in immediately available funds of all reasonable costs and expenses, and all fees and other amounts due and payable to it as the Existing Administrative Agent through the Effective Date in accordance with the terms of the Loan Documents and this Agreement (including reasonable fees and expenses of counsel); (iif) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default Borrower shall have occurred reimbursed the Successor Administrative Agent for all reasonable fees, costs and be continuingout-of-pocket expenses incurred by it in connection with the preparation, execution and delivery of Amendment ▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇ and this Agreement (including reasonable attorneys’ fees); (iiig) The Borrower all Swingline Loans outstanding on the Effective Date (if any) shall have paid to the Administrative Agentbeen repaid in full, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason;together with all accrued but unpaid interest thereon; and (ivh) The Administrative Agent DBTCA shall have received a certificate copy of Amendment No. 2, duly executed by the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective DateParties, the resolutions delivered to Existing Administrative Agent, the Administrative Agent Existing Collateral Agent, the Existing Swingline Lender and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicableExisting Issuing Bank, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and Amendment No. 2 Effective Date (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, as defined in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (Amendment No. 2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borroweroccurred.

Conditions Precedent to Effectiveness. As conditions precedent (a) The effectiveness of this Amendment (other than the amendments to each extension of the Revolving Credit Maturity DateAgreement set forth in Section 4 hereof, which shall become effective as set forth in paragraph (b) below) shall be subject to the Borrower shall satisfy each satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension First Amendment Effective Date”): (i) The Administrative the Agent shall have received an Extension Notice within counterparts of this Amendment that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower and Holdings, (ii) the Agent, (iii) Lenders constituting the Required Lenders and (iv) Lenders constituting the Required Revolving Lenders; (ii) On the date of such Extension Notice representations and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee warranties set forth in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee Section 6 shall be fully earned when paid true and shall not be refundable for any reason; (iv) The Administrative correct, and the Agent shall have received a certificate of the Borrower dated as of the applicable Extension First Amendment Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower to that effect; and (iiii) (A) certifying the Agent shall have received all amounts required by Section 9.03 of the Credit Agreement or by any other Loan Document to be paid or reimbursed by the Borrower on the First Amendment Effective Date in connection with this Amendment and attaching the resolutions adopted by each Loan Party approving transactions contemplated hereby to the extent invoiced on or consenting prior to such extension or (B) certifying that, as the date hereof. The Agent shall notify the Borrower and the Lenders of such Extension the First Amendment Effective Date, the resolutions delivered and such notice shall be conclusive and binding. (b) The amendments to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date Agreement set forth in Section 4 hereof shall become effective on the foregoing clause (1)) date occurring on or after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension First Amendment Effective Date, Date on which the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested incurred 2013 Incremental Term Loans and/or 2013 Senior Subordinated Notes in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case a combined aggregate principal amount of at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower$1,200,000,000.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the New Revolving Credit Maturity Date, Lenders to provide the Borrower New Revolving Commitments shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 14 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) each Issuing Bank and (iv) each of the Revolving Credit Lenders (in each case, determined as of immediately after the consummation of the transactions set forth in Section 2.14(a) above2); (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the establishment of the New Revolving Commitments, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Amended Credit Maturity Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 14 Effective Date” in each place they appear therein, no Default (ii) the words “Second Restatement Transactions” in Section 3.11 (including component definitions thereof, it being understood and agreed that the reference to the “Lender Presentation” therein shall have occurred be disregarded) and Section 3.13(a) of the Credit Agreement shall be continuingdeemed to be “New Revolving Facilities Transactions”, (iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (v) the words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (iiic) The Borrower shall have paid to the Administrative AgentConsolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages in each case determined as of the applicable Extension Amendment No. 14 Effective DateDate after giving effect to the New Revolving Facilities Transactions, an extension fee in an amount equal to 0.075% including the application of the proceeds thereof, and assuming the New Revolving Credit Facility in effect on such dateCommitments are fully drawn, it being agreed that such fee shall be fully earned when paid no greater than 7.25 to 1.00 and shall not be refundable for any reason5.00 to 1.00, respectively; (ivd) The Administrative the Agent shall have received a certificate of the Borrower dated as of the applicable Extension Amendment No. 14 Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered with respect to the Administrative conditions set forth in clause (b) and (c) above; (e) the Agent and the Lenders on the Closing Date include approval for an extension shall have received a notice of termination with respect to the Revolving Credit Maturity Commitments under the Credit Agreement on the Amendment No. 14 Effective Date for a period that is not less than an additional six in accordance with Section 2.06(b) of the Credit Agreement; (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (Af) the representations Agent shall have received a solvency certificate in form and warranties contained in Article V substance reasonably satisfactory to the Agent to the effect that Holdings and the other Loan Documents are true and correct in all material respects (orits Subsidiaries, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and a consolidated basis after giving effect to such extensionthe New Revolving Facilities Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (g) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on and as of such Extension the Amendment No. 13 Effective Date; (h) the Agent shall have received, at least three Business Days prior to the Amendment No. 14 Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any New Revolving Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 14 Effective Date; and (vii) the Agent shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the revolving credit facilities contemplated hereby or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 14 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least fifteen days one Business Day prior to the applicable Extension Amendment No. 14 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 14 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent The effectiveness of this Amendment is subject to each extension the truth and accuracy of the Revolving Credit Maturity Date, warranties and representations set forth in Sections 5 and 6 below and receipt by the Borrower shall satisfy Administrative Agent of each of the following requirements for such extension following, each of which shall be in form and substance satisfactory to become effective Administrative Agent: (in each casea) This Amendment, duly executed and delivered by the Borrower, Holdings, the first date on which such conditions precedent are satisfied or waivedRequired Lenders, the “Extension Effective Date”): (i) The Incremental Lenders and the Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) aboveAgent; (iib) On A pro forma Compliance Certificate dated the date of such Extension Notice and both immediately before and immediately Third Amendment Effective Date, after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuingCommitment Increase contemplated by this Amendment; (iiic) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a A certificate of the Borrower dated as of the applicable Extension Third Amendment Effective Date, Date signed by a Responsible an Authorized Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered before and after giving effect to the Administrative Agent Revolving Commitment Increase and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six amendments contemplated by this Amendment (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (Ai) the representations and warranties contained in Article V Section 7 of the Credit Agreement and the other Loan Credit Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Third Amendment Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall have been true and correct in all material respects as of such earlier LEGAL02/39302758v7 date, (2ii) any representation no Default or warranty Event of Default exists before or after giving effect to the amendments contemplated by this Amendment and (iii) all conditions set forth in Section 6.2 of the Credit Agreement are satisfied as of the Third Amendment Effective Date; (d) For the account of each Revolving Lender that is already has requested a Note (or a replacement Note) in respect of such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by its terms qualified this Amendment), a Note evidencing such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by this Amendment), duly executed by an Authorized Officer of the Borrower; (e) A Reaffirmation of Obligations Under Credit Documents (the “Reaffirmation”) dated as of the Third Amendment Effective Date duly executed by each Credit Party, in the form of Exhibit I attached hereto; (f) A Notice of Borrowing for the Revolving Loans in the form of Exhibit II attached hereto (which notice will direct the Administrative Agent to use the proceeds thereof to prepay (i) the entire outstanding balance of Term Loan A-1 and (ii) a portion of the principal balance of Term Loan A-2 in the amounts set forth in such Notice of Borrowing); (g) A certificate, dated as of the Third Amendment Effective Date, signed by the Secretary (or Assistant Secretary) of each Credit Party in the form of Exhibit III attached hereto (together with certifications as to “materiality”incumbency and signatures of such officers) with appropriate insertions and deletions, “Material Adverse Effect” together with (i) copies of the articles or similar language shall be true certificate of incorporation, the limited liability company agreement, the partnership agreement, any certificate of designation, the by-laws, or other organizational documents of each such Credit Party (or certifications from the applicable Credit Party that such documents have not been amended or otherwise modified in any way since the date such documents were delivered to the Administrative Agent (A) at the closing of the Credit Agreement or (B) when such Credit Party became a party to the Guarantee and correct Collateral Agreement), (ii) the resolutions, or such other administrative approval, of each such Credit Party referred to in such certificate in respect of the authorization and approval of the transactions contemplated by this Amendment and (iii) in the case of the certificate delivered by the Borrower, a statement that (1) all respects of the applicable conditions set forth in this Section 4 have been satisfied as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (32) for purposes since December 31, 2018, there has not been any change, effect, event, occurrence, state of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall facts or development that has had or could reasonably be deemed expected to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existshave a Material Adverse Effect; (vh) upon Certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under applicable law, if any, or by any Contractual Obligation of each Credit Party, in connection with the reasonable request execution, delivery, performance, validity and enforceability of this Amendment or any Lender made at least twenty-five days of the transactions contemplated hereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (i) The payment of all fees and other amounts due and payable on or prior to the applicable Extension Effective Dateeffective date of this Amendment, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) LEGAL02/39302758v7 required to be reimbursed or paid by the Borrower shall have provided to such Lenderhereunder or under any other agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.; (j) An Affidavit of Out-Of-State Execution and such Lender shall be reasonably satisfied withDelivery regarding the execution and delivery of the Notes and the other documents contemplated by this Amendment, duly executed by the documentation Borrower and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Datenotarized; and (vik) at least fifteen days Such other documents as the Administrative Agent may reasonably request. To the extent that any notice was required to be delivered or otherwise provided prior to the applicable Extension Third Amendment Effective Date, if Date pursuant to the Borrower qualifies as a “legal entity customer” under terms of the Beneficial Ownership Regulation it shall deliver, to each Lender that so requestsCredit Agreement in connection with any of the transactions contemplated by this Amendment (other than for the Notice of Borrowing provided for in clause (f) of this Section 4, in a form acceptable which case such prior notice shall be required to such Lender, a Beneficial Ownership Certification in relation be provided one (1) Business Day prior to the Borrowereffectiveness of this Amendment (regardless of the Type of Loan requested)), including any notices required pursuant to Section 2.14 and Section 2.16, and such notice was not so provided, the parties hereto waive the requirement of such notice.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower Section 9.1. This Agreement shall satisfy each of the following requirements for such extension to become effective (in each case, on the first date on which such the following conditions precedent are shall have been satisfied or waived, waived (the “Extension Effective Date”): (ia) The Administrative Agent Indenture Trustees, the First Priority Collateral Trustee and the Second Priority Collateral Trustee shall have received an Extension Notice within this Agreement, duly executed and delivered by each of the period required under Section 2.14(aCompany Parties, the Trustees, the First Priority Collateral Trustee, the Second Priority Collateral Trustee, the Requisite First Priority Holders (as such term is defined in the First Priority Indenture) aboveand the Requisite Second Priority Holders (as such term is defined in the Second Priority Indenture); (iib) On The Company shall have paid all reasonable, documented fees and expenses of Dechert LLP, US counsel to the date Consenting First Priority Holders, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Brand, LLP, US counsel to the First Priority Indenture Trustee and ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, US counsel to the First Priority Collateral Trustee. (c) The Company shall have paid all reasonable, documented fees and expenses of such Extension Notice Ropes & ▇▇▇▇, LLP, US counsel to the Consenting Second Priority Holders, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, S.C., Mexican counsel to the Consenting Second Priority Holders, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, US counsel to the Second Priority Indenture Trustee and both immediately before and immediately after giving effect to such extension the Second Priority Collateral Trustee. (d) The Indenture Trustees shall have received copies of the Revolving Credit Maturity Date, no resolutions of the Company Parties authorizing the Company Parties to enter into this Agreement and the SATMEX 8 Contracts. (e) Each of the representations and warranties of the Company Parties contained herein shall be true and correct. (f) No Default or Event of Default shall have occurred and be continuing;continuing under the Indenture Documents or this Agreement. (iiig) The Borrower Company shall have paid provided to each Indenture Trustee, the Administrative Agent, for First Priority Collateral Trustee and the pro rata benefit Second Priority Collateral Trustee certificates signed by an officer of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages Company certifying that the conditions set forth in this Article IX and the applicable Indenture have been satisfied. (h) The Company shall have provided the First Priority Indenture Trustee and the First Priority Collateral Trustee with an officer’s certificate and legal opinion, in each case as required by, and covering the matters sent forth in, Section 7.6 of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% First Priority Indenture and the Section 10.3 of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity DatePriority Collateral Trust Agreement, as applicable, in form and are and remain in full force and effect and have not been modified, rescinded or superseded since substance satisfactory to the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V First Priority Indenture Trustee and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists;First Priority Collateral Trustee. (vi) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower The Company shall have provided to such Lender, the Second Priority Indenture Trustee and such Lender shall be reasonably satisfied with, the documentation Second Priority Collateral Trustee with an officer’s certificate and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Actlegal opinion, in each case at least fifteen days prior as required by Second Priority Indenture, in form and substance satisfactory to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the BorrowerSecond Priority Indenture Trustee and Second Priority Collateral Trustee.

Conditions Precedent to Effectiveness. As The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement on the Closing Date and the obligation of the Lender Group (or any member thereof) to make any initial Advance on the Closing Date (or otherwise to extend any credit provided for hereunder on the Closing Date), is subject to the fulfillment or waiver, to the satisfaction of Agent, of each of the conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower set forth below: (a) Intentionally Omitted; (b) Intentionally Omitted; (c) Agent shall satisfy have received each of the following requirements for documents, all in form and substance satisfactory to Agent, duly executed, and each such extension to become effective (document shall be in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):full force and effect: (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above;Disbursement Letter, (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing;Fee Letter, (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason;Guarantor Security Agreement, (iv) the Guaranty, (v) the Intercompany Subordination Agreement, (vi) the Intercreditor Agreement, (vii) the Majestic Star Ship Mortgage, (viii) the Colorado Mortgage, the Indiana Mortgage and the Mississippi Mortgage, (ix) the Officers’ Certificate, (x) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (xi) the Subordination of Colorado Mortgage, (xii) the Subordination of Indiana Mortgage, (xiii) the Subordination of Mississippi Mortgage, (xiv) the Subordination of Majestic Star Ship Mortgage, (xv) the Subordination of Preferred Fleet Mortgage, (xvi) the Trademark Security Agreement, and (xvii) the Tunica Ship Mortgage; (d) The Administrative Loan Parties shall have exercised commercially reasonable efforts to deliver to Agent the Collateral Access Agreements, (e) Documentation evidencing the termination and discharge of the Existing Indentures, all Indebtedness evidenced thereby or related thereto and any Liens granted pursuant thereto in and to the properties and assets of the Loan Parties and their Subsidiaries (including, without limitation, mortgage releases and UCC termination statements or the conversion of all Indebtedness evidenced thereby into Stock of Holdings), in each case in accordance with the Plan of Reorganization, (f) Agent shall have received a certificate of the Borrower dated chief financial officer of Parent, in his or her capacity as such in form and substance satisfactory to Agent in its sole discretion (the “Solvency Certificate”), certifying that after giving effect to the consummation of the Plan of Reorganization on the Closing Date, the Loan Parties on a consolidated basis, are Solvent; (g) Except with respect to Cage Cash and Excluded Deposit Accounts, the Loan Parties shall have established all of their depository and treasury management relationships with ▇▇▇▇▇ Fargo or one of its Affiliates, and Agent, except to the extent set forth in Section 3.2, shall have received the Control Agreements, in form and substance satisfactory to Agent, duly executed by the applicable Loan Party thereof, which shall be in full force and effect; (h) Agent shall have received evidence of release and termination of, or Agent’s authority to release and terminate, any and all Liens and/or UCC financing statements in, on, against or with respect to any of the Collateral (other than Permitted Liens); (i) Agent shall have received, for the benefit of the Lenders (as defined in the Existing Loan Agreement) a principal payment for the Existing Loan Obligations in an amount equal to the greater of (i) the total unrestricted cash balances (including, without limitation, Cage Cash) held by Borrowers as of the applicable Extension last day of the calendar month immediately preceding Reorganization Effective Date, signed by a Responsible Officer less $40,000,000 and (ii) zero; (j) Agent and each Lender shall have received the approval of the Borrower their respective credit authorities; (k) Bankruptcy matters: (i) The Reorganization Effective Date shall have occurred (Aand all conditions precedent thereto as set forth in the Plan of Reorganization shall have been satisfied); (ii) certifying and attaching Agent shall have received a copy of the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying thatConfirmation Order, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent duly certified by and the Lenders entered on the Closing Date include approval for an extension docket of the Revolving Credit Maturity Date for a period that is not less than an additional six clerk of the Bankruptcy Court, which (6i) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain shall be in full force and effect and shall not have not been modifiedstayed or reversed, rescinded or superseded since the date of adoption and (ii) certifying that shall approve and authorize the transactions contemplated by this Agreement, the other Loan Documents and the Plan of Reorganization and otherwise shall not be inconsistent with the provisions hereof and thereof; and (Aiii) Agent’s and Lenders’ counsel and other professionals retained by or on behalf of such counsel shall have received payment from Borrowers of all reasonable and documented outstanding and accrued unpaid fees and expenses of such counsel and professionals pursuant to invoices delivered to Borrowers five (5) days prior to the representations Closing Date; (l) Agent shall have received financing statements for filing or, with respect to the Trademark Security Agreement, Agent shall have received such Trademark Security Agreement in a form suitable for filing immediately after the Closing Date, in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and warranties contained in Article V to the Collateral including, without limitation, filings with the United States Coast Guard or other appropriate Governmental Authority with respect to the Majestic Star Ship Mortgage and the Tunica Ship Mortgage, (m) Agent shall have received a certificate from the Secretary of each Borrower attesting to the resolutions of such Borrower’s Board of Directors authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents are true to which such Borrower is a party and correct authorizing specific officers of such Borrower to execute the same; (n) Agent shall have received copies of each Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Borrower; (o) Agent shall have received a certificate of status with respect to each Borrower, dated within 15 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in all material respects good standing in such jurisdiction; (p) Agent shall have received certificates of status with respect to each Borrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (q) Agent shall have received a certificate from the Secretary of each Guarantor attesting to the resolutions of such Guarantor’s Board of Directors authorizing its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party and authorizing specific officers of such Guarantor to execute the same; (r) Agent shall have received copies of each Guarantor’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Guarantor (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier dateHoldings, in which case they are true and correct in all material respects the form filed with the Secretary of State of Delaware); (s) Except as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in Section 3.2 with respect to Holdings, Agent shall have received a certificate of status with respect to each Guarantor, dated within 15 days of the foregoing clause Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good standing in such jurisdiction; (1)t) after giving effect to such qualification and Intentionally Omitted; (3u) for purposes Agent shall have received a certificate of this insurance, together with the endorsements thereto, as are required by Section 2.146.8, the representations form and warranties contained in subsections (a) and (b) substance of Section 5.05 which shall be deemed satisfactory to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existsAgent; (v) upon the reasonable request Agent shall have received flood zone determination certificates and evidence of any Lender made at least twenty-five days prior flood insurance or compliance with flood insurance requirements with respect to the applicable Extension Effective Date, the Borrower Mortgages; (w) Agent shall have provided received opinions of Borrowers’ counsel in form and substance satisfactory to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulationsAgent, including, without limitation, with respect to the U.S. Mortgages, the Majestic Star Ship Mortgage and the Tunica Ship Mortgage (except to the extent contemplated by Section 3.2); (x) Agent shall have received satisfactory evidence (including a certificate of the chief financial officer of Parent) that all Federal and other material tax returns required to be filed by Borrowers and their Subsidiaries have been timely filed and all material taxes upon Borrowers and their Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except such taxes that are the subject of a Permitted Protest; (y) Borrowers shall have Operating Liquidity, after giving effect to the initial extensions of credit hereunder and the payment of all fees, claims, and expenses required to be paid by Borrowers on the Closing Date under this Agreement, the other Loan Documents and pursuant to the Plan of Reorganization, of at least $40,000,000, and Agent shall have received a certificate of the chief financial officer of Parent certifying as to the same; (z) Agent shall have received a certificate, together with supporting calculations, from Borrowers demonstrating after giving effect to the transactions contemplated on the Closing Date and the payment of all fees, claims, and expenses required to be paid by Borrowers on the Closing Date under this Agreement, the other Loan Documents and pursuant to the Plan of Reorganization, the Revolver Usage does not exceed the Maximum Credit Amount; (aa) Agent shall have completed its business, legal, and collateral due diligence, including (i) a collateral audit and review of Borrowers’ books and records and verification of Borrowers’ representations and warranties to the Lender Group, the results of which shall be satisfactory to Agent, and (ii) an inspection of each of the locations where Borrowers’ and their Subsidiaries’ Inventory is located, the results of which shall be satisfactory to Agent; (bb) Agent shall have received Borrowers’ Closing Date Business Plan; (cc) Agent shall have completed (i) Patriot ActAct searches, OFAC/PEP searches and customary individual background checks for Borrowers, and (ii) OFAC/PEP searches and customary individual background searches for Borrowers’ senior management and key principals, and each Guarantor, the results of which shall be satisfactory to Agent; (dd) Borrowers shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement; (ee) Agent shall have received mortgagee title insurance policies (or marked commitments to issue the same) for the Real Property Collateral issued by a title insurance company satisfactory to Agent (each a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts reasonably satisfactory to Agent assuring Agent that, after giving effect to the Intercreditor Agreement, the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to Agent; provided, however, that such Mortgage Policies may be delivered after the Closing Date and shall not be a conditions precedent hereto, to the extent expressly contemplated by Section 3.2; (ff) Agent shall have received copies of each of the Senior Note Documents, in each case in form and substance satisfactory to Agent including, without limitation, terms which (i) in accordance with the Intercreditor Agreement, subordinate all Liens existing pursuant to or as a result of the Senior Note Documents in right of payment to the Obligations, (ii) provide for a principal amount of Indebtedness on the Closing Date not to exceed $100,600,000, (iii) provide for a maturity of at least fifteen days prior five (5) years after the Closing Date and (iv) provide for interest payable at a per annum rate not to exceed 12.50% if paid in cash or 14.50% if paid in kind, to be payable (in accordance with the Intercreditor Agreement) no more frequently than on a semi-annual basis, together with a certificate of an officer of the Administrative Borrower certifying each such document as being a true, correct, and complete copy thereof; (gg) Borrowers shall have provided Agent with evidence satisfactory to Agent to demonstrate that (i) the offering of the Notes described in the Indenture has closed, pursuant to which Notes in an aggregate principal amount not to exceed $100,600,000 have been issued and (ii) the Senior Note Documents are in full force and effect pursuant to the terms of the Plan of Reorganization; (hh) The corporate and capital structure of Holdings and its Subsidiaries shall be in form and substance satisfactory to Agent and be in accordance with the Plan of Reorganization; (ii) Agent shall have evidence satisfactory to it that clause (i) of the definition of Land Transfer Transaction shall have been completed, together with copies of all material documents in connection therewith, including the Funding Agreement, the formation and trust documents and the final order of the Bankruptcy Court approving the same, in each case certified by an officer of Administrative Borrower on behalf of the Loan Parties; (jj) Agent shall have received an agreement, in form and substance satisfactory to it, with the trustee of the Liquidating Trust setting forth such trustee’s acknowledgement and acceptance of the Agent’s rights hereunder with respect to the Liquidating Trust and Holdings’ interests therein (including, without limitation, under Sections 2.2(d) and 7.7(b) of this Agreement and the security and voting provisions of the Stock Pledge Agreement); (kk) Borrowers and each of their Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrowers or their Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby including, without limitation, approval by all applicable Extension Effective DateGaming Authorities; and (vill) at least fifteen days prior all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the BorrowerAgent.

Conditions Precedent to Effectiveness. As conditions precedent Notwithstanding anything in this Agreement to each extension of the Revolving Credit Maturity Datecontrary, the Borrower this Agreement shall satisfy not become effective until each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are shall have been satisfied or waived, waived in writing by the “Extension Effective Date”):TIFIA Lender: (i) The Administrative Agent Borrower shall have received an Extension Notice within duly executed and delivered to the period required under Section 2.14(a) above;TIFIA Lender this Agreement and the TIFIA Bond, each in form and substance satisfactory to the TIFIA Lender. (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent TIFIA Lender certified, complete, and the Lenders on the Closing Date include approval for an extension fully executed copies of each of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, other TIFIA Loan Documents and are each Indenture Document and remain each such agreement shall be in full force and effect and have not been modifiedin form and substance satisfactory to the TIFIA Lender, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties all conditions contained in Article V and such documents to the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as closing of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except transactions contemplated thereby shall have been fulfilled or effectively waived (1) to the extent provided that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.1413(a)(ii) (Conditions Precedent to Effectiveness), any such waiver shall be subject to the representations and warranties contained TIFIA Lender’s consent in subsections its sole discretion). (aiii) Counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-1) and (b) of Section 5.05 shall be deemed to refer bond counsel to the most recent statements furnished pursuant Borrower shall have rendered to subsections the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (aincluding those opinions set forth on Exhibit H-2). (iv) The Borrower shall have caused the Office of the Attorney General of the State to have rendered to the TIFIA Lender a legal opinion, in form and (b), respectively, of Section 6.01, and (B) no Default exists;substance satisfactory to the TIFIA Lender.11 (v) upon The Borrower shall have provided a certificate from the reasonable request of any Lender made at least twenty-five days prior Borrower’s Authorized Representative as to the applicable Extension Effective Dateabsence of debarment, suspension or voluntary exclusion from participation in Government contracts, procurement and non- procurement matters substantially in the form attached hereto as Exhibit C with respect to the Borrower and its principals (as defined in 2 C.F.R. § 180.995). (vi) The Borrower shall have provided to such Lenderthe TIFIA Lender satisfactory evidence that the Project has been included in (A) the metropolitan transportation improvement program adopted by the [DRCOG], and such Lender shall be reasonably satisfied with(B) the State transportation plan, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension 3.The effectiveness of this Agreement and the obligations of the Revolving Credit Maturity Date, Additional Tranche F Term Lenders to make Initial Additional Tranche F Term Loans shall be subject to the Borrower shall satisfy each satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Initial Additional Tranche F Term Loan Effective Date”): (i) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Additional Tranche F Term Lenders; (ii) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the making of the Revolving Initial Additional Tranche F Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Maturity Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Initial Additional Tranche F Term Loan Effective Date” in each place they appear therein, no Default the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall have occurred be deemed to be “Additional Tranche F Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be continuingdeemed to be “(assuming for purposes hereof that the 2016 Specified Dividend is made on the Additional Tranche F Term Loan Effective Date)”; (iii) The Borrower shall have paid to the Administrative AgentConsolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages in each case determined as of the applicable Extension Initial Additional Tranche F Term Loan Effective DateDate after giving effect to the Additional Tranche F Transactions, an extension fee in an amount equal to 0.075% including the making of the Revolving Credit Facility in effect on such dateAdditional Tranche F Term Loans and the application of the proceeds thereof, it being agreed that such fee shall be fully earned when paid no greater than 7.25 to 1.00 and shall not be refundable for any reason4.25 to 1.00, respectively; (iv) The Administrative the Agent shall have received a certificate of the Borrower dated as of the applicable Extension Initial Additional Tranche F Term Loan Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered with respect to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date conditions set forth in the foregoing clause paragraphs (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (ab) and (bc) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existsabove; (v) upon the reasonable request Agent shall have received a notice of any Lender made borrowing with respect to the Initial Additional Tranche F Term Loans in accordance with Section 2.03 and Section 2.24(a) of the Credit Agreement; (vi) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Additional Tranche F Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (vii) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Second Restatement Date; (viii) the Agent shall have received, at least twenty-five days three Business Days prior to the applicable Extension Initial Additional Tranche F Term Loan Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any Additional Tranche F Term Lender at least fifteen days five Business Days prior to the applicable Extension Initial Additional Tranche F Term Loan Effective Date; and (viix) the Agent shall have received (x) payment of all fees set forth in Section 4(a) hereof and (y) payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Additional Tranche F Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Initial Additional Tranche F Term Loan Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least fifteen days one Business Day prior to the applicable Extension Initial Additional Tranche F Term Loan Effective Date. The Agent shall notify the Borrower and the Lenders of the Initial Additional Tranche F Term Loan Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent The effectiveness of this Agreement shall be subject to each extension the prior satisfaction of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):conditions: (ia) The Administrative Agent Lenders shall have received an Extension Notice within each of the period required under Section 2.14(afollowing, in form and substance satisfactory to Lenders and their counsel: (1) aboveThis Agreement, duly executed and delivered by each of Borrower and Guarantor; (ii2) On The ▇▇▇▇▇▇▇▇▇ Note and the date of such Extension Notice Saferin Note (collectively, the "Notes") duly executed and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuingdelivered by Borrower; (iii3) The Borrower shall have paid to ▇▇▇▇▇▇▇▇▇ Guaranty Agreement and the Administrative AgentSaferin Guaranty Agreement (collectively, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid "Guaranty Agreements") duly executed and shall not be refundable for any reasondelivered by Guarantor; (iv4) The Administrative Agent shall have received a certificate ▇▇▇▇▇▇▇▇▇ Security Agreement and the Saferin Security Agreement (collectively, the "Borrower Security Agreements") duly executed and delivered by Borrower together with such UCC-1 Financing Statements as are in the opinion of Lenders desirable or necessary to perfect the security interest created by the Borrower dated as of Security Agreements; (5) The ▇▇▇▇▇▇▇▇▇ Guarantor Security Agreement and the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower Saferin Guarantor Security Agreement (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Datecollectively, the resolutions "Guarantor Security Agreements") duly executed and delivered by Guarantor together with such UCC-1 Financing Statements as are in the opinion of Lenders desirable or necessary to perfect the Administrative Agent and security interest created by the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six Guarantor Security Agreements; (6) months from The Warrant(s) (which shall be delivered prior to the Initial Revolving Credit Maturity Date and/or not less than an additional six close of business on the first business day following the Closing); (67) months from Copies of all corporate action taken by Borrower and Guarantor, including resolutions of their respective Board of Directors, authorizing the First Extended Revolving Credit Maturity Dateexecution, as applicabledelivery, and are and remain in full force and effect and have not been modified, rescinded or superseded since performance of the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true to which it is party and correct in all material respects (oreach other document to be delivered pursuant to this Agreement, in the case of Section 5.19, all respects) on and certified as of the date of this Agreement by the Extension Notice andSecretary of Borrower and Guarantor, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existsmay be; (v8) The Certificate of Incorporation (certified by the Secretary of the State of Delaware) upon the reasonable request and Bylaws of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the each of Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; andGuarantor; (vi9) at least fifteen days prior A certificate, dated as of the date of this Agreement, of the Secretary of each of Borrower and Guarantor certifying the names and true signatures of the officers of Borrower or the Guarantor, as the case may be, authorized to sign the applicable Extension Effective Date, if Loan Documents to which Borrower or Guarantor is a party and the other documents to be delivered by Borrower qualifies as a “legal entity customer” or Guarantor under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.this Agreement;

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the Revolving Credit Maturity Date, 2017 Refinancing Term Lenders to make the Borrower 2017 Refinancing Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 4 Effective Date”): (i) The Administrative ): the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) above; the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) On the date Agent, (iii) the 2017 Refinancing Term Lenders and (iv) Lenders constituting the Required Lenders (immediately after giving effect to the making of such Extension Notice the 2017 Refinancing Term Loans and both immediately before the consummation of the Tranche D Refinancing, the Tranche E Refinancing and the Tranche F Refinancing); at the time of and immediately after giving effect to such extension the making of the Revolving 2017 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Maturity Date, no Default Agreement shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agentsatisfied; provided that, for the pro rata benefit purposes of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the applicable Extension Credit Agreement shall be deemed to be “Amendment No. 4 Effective Date” in each place they appear therein, an extension fee the words “Second Restatement Transactions” in an amount equal to 0.075% Section 3.13(a) of the Revolving Credit Facility in effect on such date, it being agreed that such fee Agreement shall be fully earned when paid deemed to be “2017 Refinancing Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall not be refundable for any reason; (iv) The Administrative disregarded; the Agent shall have received a certificate of the Borrower dated as of the applicable Extension Amendment No. 4 Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; the Agent shall have received a notice of borrowing with respect to each of (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption New Tranche E Term Loans and (ii) certifying that (Athe New Tranche F Term Loans in accordance with Section 2.03 and Section 2.26(a) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of Credit Agreement; the Extension Notice andAgent shall have received a solvency certificate in form and substance reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, both before and on a consolidated basis after giving effect to such extensionthe 2017 Refinancing Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on and as of such Extension the Amendment No. 3 Effective Date; the Agent shall have received, at least three Business Days prior to the Amendment No. 4 Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any 2017 Refinancing Term Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 4 Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The obligations of the Revolving Credit Maturity parties hereto set forth in Sections 1 and 2 hereof shall become effective immediately upon the date (the “Effective Date, the Borrower shall satisfy ”) when each of the following requirements for such extension conditions shall first have been satisfied; provided, that the Effective Date shall (unless otherwise agreed in writing by GSMC, BAMI and the Borrower) be January 30, 2007: (a) Each of the parties hereto shall have executed and delivered this Agreement; (b) each of BAMI and GSMC shall have executed and delivered to become effective each other counterparts of an assignment and assumption agreement, in the form attached hereto as Exhibit A (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective DateAssignment and Assumption Agreement”):), for the assignment of 100% of the outstanding Loans under the Credit Agreement from GSMC to BAMI; (ic) The Administrative Agent GSMC shall have received an Extension Notice within agreements, in form and substance satisfactory to it, from each Person to which it has sold any participation in the period required under Section 2.14(a) aboveLoans, terminating each such participation, executed and delivered by each such participant; (iid) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent GSMC shall have received a certificate supplement to the Fee Letter, in the form attached hereto as Exhibit B, executed and delivered by Borrower and Parent (provided, that, to the extent provided in such supplement, the Fee Letter and the Commitment Letter shall terminate following the occurrence of the Borrower Effective Date (including payment to GSMC of all amounts set forth on Schedule 1 hereto)); (e) the Escrow Agreement, dated as of the applicable Extension Effective DateNovember 22, signed 2006, by a Responsible Officer and among Borrower, Parent, Meadowlands ▇▇▇▇▇ L.L.C., Meadowlands ▇▇▇▇▇ Limited Partnership and GSMC as escrow Agent, shall have been terminated on terms satisfactory to GSMC; (f) GSMC shall have received payment in immediately available funds of the Borrower following: (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Datefrom BAMI, the resolutions delivered to the Administrative Agent and the Lenders Purchase Price set forth on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity DateSchedule 1 hereto, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) from the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19Borrower, all respects) on fees, costs, expenses and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) other amounts payable pursuant to the extent that such representations and warranties specifically refer to an earlier dateCredit Documents, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Acton Schedule 1 hereto, in each case at least fifteen days to the account specified on Schedule 1 hereto , provided, however, that GSMC agrees that, if it shall receive payment of the entirety of the foregoing amounts prior to 12:00 noon (Eastern) on January 30, 2007, it shall rebate to BAMI, within one Business Day thereof, a portion of the applicable Extension Effective DatePurchase Price equal to one day’s interest accruing under the Credit Agreement on January 30, 2007 with respect to the Loans (excluding from such calculation that portion of the Loans with respect which GSMC has previously sold participations (as referred to in Section 6(c) above)); and (vig) at least fifteen days prior to GSMC shall have received the applicable Extension Effective Date, if Cadillac Amendment (as defined in Section 8) duly executed and delivered by the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerparties thereto.

Conditions Precedent to Effectiveness. As conditions precedent to each extension Notwithstanding the date of execution or delivery of this Agreement, this Agreement shall be effective upon the Revolving Credit Maturity Date, the Borrower shall satisfy each satisfaction of the following requirements for such extension conditions, each of which shall be in form and substance satisfactory to become effective (Lenders in each caseLenders’ sole and absolute discretion: 8.1 Borrower shall have delivered to Agent, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative and Agent shall have received accepted, an Extension Notice within the period required under Section 2.14(a) aboveexecuted original of this Agreement; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The 8.2 Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective DateLenders, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying the costs and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as expenses of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on incurred by it in connection with the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption transactions contemplated hereby and (ii) certifying that (A) the reasonable legal costs of Agent and the Lenders in connection with the preparation and negotiation of this Agreement; 8.3 All representations and warranties contained in Article V and the other Loan Documents are made by Borrower under this Agreement shall be true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier datealready qualified by materiality, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects respects) as of such date (including such earlier date set forth the respective dates, and to the extent, indicated above; 8.4 All corporate proceedings taken in connection with the foregoing clause (1)) after giving effect to such qualification transactions contemplated by this Agreement and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 other legal matters incident thereto shall be deemed satisfactory to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existsAgent; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the 8.5 Borrower shall have provided delivered to such LenderAgent, and such Lender Agent shall be reasonably satisfied withhave accepted, the documentation acknowledgment and other information so requested reaffirmation of guaranty in connection with applicable “know your customer” the form of Exhibit A to this Amendment duly executed by Automated License Systems, Inc.; 8.6 Borrower shall have delivered to Agent, and anti-money-laundering rules and regulations, including, without limitationAgent shall have accepted, the U.S. Patriot Actacknowledgment and reaffirmation of guaranty in the form of Exhibit B to this Amendment duly executed by ReserveAmerica Inc.; 8.7 Borrower shall have delivered to Agent, and Agent shall have accepted, a consent from Square 1 Bank to this Agreement, in each case at least fifteen days prior form satisfactory to the applicable Extension Effective DateAgent, duly executed by Square 1 Bank; 8.8 Borrower shall have delivered to Escalate, and Escalate shall have accepted, a Warrant to purchase Common Stock of Borrower, in form satisfactory to Escalate, duly executed by Borrower; and (vi) at least fifteen days prior 8.9 Borrower shall have delivered to the applicable Extension Effective DateGold Hill, if the Borrower qualifies as and Gold Hill shall have accepted, a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, Warrant to each Lender that so requestspurchase Common Stock of Borrower, in a form acceptable satisfactory to such LenderGold Hill, a Beneficial Ownership Certification in relation to the duly executed by Borrower.

Conditions Precedent to Effectiveness. As conditions precedent The effectiveness of this Agreement, and the obligations of the Assignee Revolving Credit Lenders to each extension of assume and purchase the Revolving Credit Maturity Date, Commitments and Revolving Credit Exposure of the Borrower Departing Revolving Credit Lenders shall satisfy each be subject to the satisfaction of the following requirements for such extension to become effective conditions precedent (in each case, the first date (which must be a Business Day) on which such conditions precedent are satisfied or waived, waived being referred to herein as the “Extension Effective Date”): (ia) The Administrative Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) above; each Loan Party, (ii) On the date Administrative Agent, (iii) each Continuing Revolving Credit Lender, (iv) each Additional Revolving Credit Lender, (v) each Signing Departing Revolving Credit Lender and (vi) each Issuing Bank. The Administrative Agent shall have received counterparts of such Extension Notice and both immediately before and immediately this Agreement that, when taken together, bear the signature (after giving effect to such extension the assignment by the Signing Departing Revolving Credit Lenders pursuant to Section 2(a) but immediately before giving effect to the assignment by the other Departing Revolving Credit Lenders pursuant to Section 2(a)) of Revolving Credit Lenders constituting a majority in interest of the U.S. Revolving Credit Maturity Lenders and a majority in interest of the European Revolving Credit Lenders. (b) Subject to the Agreed Securities Principles and, in the case of the Limited Loan Parties, the limitations set forth in Schedule II, on the Effective Date, no Default each of the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Agreement shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing;executed by a Financial Officer of Holdings. (c) Subject to the Agreed Security Principles and, in the case of the Limited Loan Parties, the limitations set forth in Schedule II, the Administrative Agent shall have received legal opinions, corporate authorizations and closing certificates (similar in type to those described in clauses (i), (ii), (iii) The Borrower shall have paid to and (iv) of Section 4.02(c) of the Original Credit Agreement) reasonably requested by the Administrative AgentAgent for each Loan Party (other than, for with respect to certificates of good standing, Evergreen Packaging International (US) Inc., Evergreen Packaging USA Inc. and Pactiv Germany Holdings, Inc. (the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed “Dissolving Loan Parties”)) that such fee shall be fully earned when paid and shall is not be refundable for any reason;a Limited Loan Party. (ivd) The Administrative Agent shall have received a certificate all fees and other amounts due and payable on or prior to the Effective Date (including pursuant to Sections 2 and 7 hereof) and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower Borrowers under any Loan Document. (ie) (A) certifying The Collateral Agents and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions that is not a Limited Loan Party shall have executed and delivered to the Administrative Agent a reaffirmation agreement (the “Reaffirmation Agreement”), substantially in the form attached hereto as Exhibit A, and other amendments, supplements and confirmations of existing Loan Documents reasonably requested by the Administrative Agent (it being understood that the documentation required to be delivered shall, in any event, be no more onerous to Holdings and the Lenders Subsidiaries than the documentation required to be delivered on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Third Restatement Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior subject to the applicable Extension Effective Date; Agreed Security Principles and (vi) at least fifteen days prior , with respect to the applicable Extension Effective DateLimited Loan Parties, if the Borrower qualifies as a “legal entity customer” under limitations, qualifications and other provisions set forth in Schedule II, and in each case with any modifications necessary to reflect the Beneficial Ownership Regulation it shall deliver, Transactions and such other modifications that are reasonably satisfactory to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to Holdings and the BorrowerAdministrative Agent.

Conditions Precedent to Effectiveness. As conditions precedent to each extension (a) The resignation of the Revolving Credit Maturity DateExisting Administrative Agent and Existing Collateral Agent, the Borrower shall satisfy each appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the effectiveness of the amendments set forth in Section 2.1 of this Amendment, are subject to the satisfaction or waiver of the following requirements for conditions (the date of such extension to become effective (in each case, the first date on which satisfaction or waiver of such conditions precedent are satisfied being referred to herein as the “Seventh Amendment Effective Date” and the time of such satisfaction or waivedwaiver of such conditions being referred to herein as the, the “Extension Seventh Amendment Effective DateTime”): (i1) The the Parent Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent, the Existing Swingline Lender, the Swingline Lender, the Existing Issuing Lender, the Issuing Lender, each Exiting Lender and the Lenders representing 100% of the Commitments under the Credit Agreement have each delivered a duly executed counterpart of this Amendment to the Administrative Agent; (2) the Parent Borrower, the OpCo Borrower, the Successor Administrative Agent, the Successor Collateral Agent, the Swingline Lender, the Issuing Lender and the Lenders representing 100% of the Commitments have each delivered a duly executed counterpart of the Credit Agreement to the Administrative Agent; (3) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Successor Administrative Agent; (4) the Successor Administrative Agent shall have received an Extension Notice within (A) a certificate from each of the period required under Section 2.14(aBorrowers and each other Loan Party, dated the Seventh Amendment Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party and (B) abovea good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (ii5) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Successor Administrative Agent shall have received a certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the applicable Extension Seventh Amendment Effective Date, Date signed by a Responsible Officer of the Parent Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent matters set forth in clauses (5) and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six below; (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date each of adoption and (ii) certifying that (A) the representations and warranties contained in Article V made by any Loan Party pursuant to the Credit Agreement and the any other Loan Documents are Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, Seventh Amendment Effective Date as if made on and as of such Extension date; (7) no Default or Event of Default shall have occurred and be continuing on the Seventh Amendment Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) Date after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existseffectiveness hereof; (v8) the Parent Borrower shall have delivered to the Successor Administrative Agent and the Lenders an opinion from each of Debevoise & P▇▇▇▇▇▇▇ LLP and R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., in form and substance reasonably satisfactory to the Successor Administrative Agent and dated as of the Seventh Amendment Effective Date; (9) upon (i) the reasonable request of any Lender made Successor Administrative Agent shall have received at least twenty-five days three Business Days prior to the applicable Extension Seventh Amendment Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the Date all documentation and other information so that has been requested in connection writing by the Successor Administrative Agent at least five Business Days prior to the Seventh Amendment Effective Date regarding the Loan Parties reasonably requested by the Successor Administrative Agent in order to allow the Successor Administrative Agent to comply with applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in and (ii) with respect to each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower Loan Party or any Subsidiary thereof that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Successor Administrative Agent shall have received at least three Business Days prior to the Seventh Amendment Effective Date a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation it in relation to such Loan Party or such Subsidiary; (10) (A) the Borrowers shall deliverhave paid to the Existing Administrative Agent, (x) for the ratable account of each applicable Lender, the aggregate outstanding principal amount of all Existing Loans and all accrued and unpaid interest and fees in respect of the Existing Loans and Existing Commitments owing to each such Lender under the Existing Credit Agreement as of the Seventh Amendment Effective Date and (y) all reasonable and documented out-of-pocket expenses incurred by the Existing Administrative Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and (B) JPMorgan Chase Bank, N.A., as Lead Arranger and the Successor Administrative Agent, shall have received all fees and expenses separately agreed with the Parent Borrower related to the Commitments to the extent due (which may be offset against the proceeds of any Loans made under the Credit Agreement on the date hereof); (11) the Successor Administrative Agent shall have received a notice of conversion of Eurodollar Loans (as defined in the Existing Credit Agreement) to Term SOFR Rate Loans; (12) the Successor Administrative Agent and the Term Loan Agent shall have executed and delivered the Notice of Successor Agent Under Intercreditor Agreement, dated as of the Seventh Amendment Effective Date; (13) The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of the Credit Agreement; and (14) the Existing Administrative Agent shall have received evidence of the Backstop L/C in full force and effect. The making of Revolving Credit Loans by the Lenders on the Seventh Amendment Effective Date shall conclusively be deemed to constitute an acknowledgment by the Administrative Agent and each Lender that so requests, each of the conditions precedent set forth herein shall have been satisfied in a form acceptable to accordance with its respective terms or shall have been irrevocably waived by such Lender, a Beneficial Ownership Certification in relation to the BorrowerPerson.

Conditions Precedent to Effectiveness. As This Agreement will become effective upon the following conditions precedent to each extension being met (unless waived in writing by all Lenders) including the receipt, where applicable, by the Agent, for and on behalf of the Revolving Credit Maturity DateLenders, of the Borrower following documents each in full force and effect, and in form and substance satisfactory to the Lenders, acting reasonably: (a) this Agreement shall satisfy have been duly executed and delivered by the Borrower; (b) a supplemental debenture shall have been executed and delivered by each Harvest Party (other than Redearth Partnership and the New Restricted Subsidiaries) in order to conform the debentures in the Existing Security to the form of debenture in Schedule F-1; (c) a debenture and a debenture pledge agreement shall have been executed and delivered by each of the following requirements for such extension to become effective New Restricted Subsidiaries (in other than AcquisitionCo, NARL and NARL LP); (d) a confirmation of each caseAffiliate Guarantee and Subordination Agreement shall have been duly executed and delivered by the Trust and each Restricted Subsidiary (other than the New Restricted Subsidiaries); (e) an Affiliate Guarantee and Subordination Agreement shall have been duly executed and delivered by each of the New Restricted Subsidiaries (other than NARL); (f) the Agent shall have received satisfactory evidence that, immediately after the first date on which such conditions precedent are satisfied or waived, closing of the “Extension Effective Date”):NARL Acquisition: (i) The Administrative Agent shall have received an Extension Notice within AcquisitionCo, NARL and NARL LP will execute and deliver a debenture substantially in the period required under Section 2.14(a) aboveform of Schedule F-2; (ii) On AcquisitionCo, NARL and NARL LP will execute and deliver a debenture pledge agreement; and (iii) NARL will execute and deliver an Affiliate Guarantee and Subordination Agreement; (g) the date Agent and the Lenders shall have received favourable legal opinions of such Extension Notice Borrower's Counsel and both immediately before Lenders' Counsel; (h) the Agent and immediately after giving effect to such extension the Lenders shall have received a pro forma Compliance Certificate as at June 30, 2006 reflecting the consummation of the Revolving Credit Maturity Date, NARL Acquisition; (i) the Borrower shall have paid all fees and expenses then due in respect of this Agreement; (j) no Default or Event of Default shall have occurred and be continuing; (k) the representations and warranties in Article 13 and in any other Document shall be true, complete and correct on and with effect from the date of this Agreement; and (1) the Agent and the Lenders shall have received in respect of each Harvest Party (unless otherwise specified): (i) a certificate of status, certificate of compliance, good standing or similar certificate issued by an appropriate Administrative Body of the jurisdiction of organization of such Person, to the extent such certificate is issued by an Administrative Body in such jurisdiction; (ii) in respect of the Borrower and each Restricted Subsidiary (other than the New Restricted Subsidiaries), certified copies of (A) any amendments or supplements to its constating documents since M▇▇▇▇ ▇▇, ▇▇▇▇, (▇) a certified copy of the resolutions of its board of directors authorizing the execution and delivery of this Agreement, and (C) in the case of the Borrower, any amendments or supplements to the Material Contracts since March 31, 2006; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit in respect of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as Borrower, a certificate of incumbency with specimen signatures of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% individuals executing any of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reasonDocuments to which the Borrower is a party; (iv) The Administrative Agent shall have received in respect of the Borrower, a certificate from an officer of the Borrower dated as attaching a certified true and complete copy of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying NARL Purchase Agreement and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as upon payment of such Extension Effective Datethat portion of the purchase price to be funded by Advances hereunder and under the Senior Unsecured Credit Agreement, the resolutions delivered NARL Acquisition will be completed and all conditions precedent to the Administrative Agent and NARL Acquisition have been satisfied (including receipt of any necessary corporate, governmental or regulatory approvals for the Lenders on NARL Acquisition) or waived (provided that any waiver of a material condition precedent shall require the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is Majority Lenders, such consent not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1unreasonably withheld)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon in respect of each New Restricted Subsidiary (other than NARL), a certificate from an officer of such Subsidiary attaching certified copies of (A) its constating documents and (B) resolutions of its governing body authorizing the reasonable request execution and delivery of any Lender made at least twenty-five days prior the Security to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Datewhich it is a party; and (vi) at least fifteen days prior satisfactory evidence that immediately after the closing of the NARL Acquisition, an officer of NARL will deliver a certificate attaching certified copies of (A) its constating documents and (B) resolutions of its governing body authorizing the execution and delivery of the Security to the applicable Extension Effective Date, if the Borrower qualifies as which it is a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerparty.

Conditions Precedent to Effectiveness. As conditions precedent Notwithstanding anything in this Agreement to each extension of the Revolving Credit Maturity Datecontrary, the Borrower this Agreement shall satisfy not become effective until each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are shall have been satisfied or waived, waived in writing by the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) TIFIA Lender: The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid duly executed and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent TIFIA Lender this Agreement and the Lenders on TIFIA Bond, each in form and substance satisfactory to the Closing Date include approval for an extension of TIFIA Lender. The Borrower shall have delivered to the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity DateTIFIA Lender certified, as applicablecomplete, and are fully executed copies of each Indenture Document[, together with any amendments, waivers or modifications thereto, in each case that has been entered into on or prior to the Effective Date,] 85 and remain each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender, and all conditions contained in such documents to the closing of the transactions contemplated thereby shall have been fulfilled or effectively waived (provided, that for purposes of this Section 13(a)(ii), any such waiver shall be subject to the TIFIA Lender’s consent in its sole discretion). Counsel to the Borrower [and each other Borrower Related Party] shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-1) and bond counsel to the Borrower [and the other Borrower Related Parties] shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-2). The Borrower shall have provided a certificate from the Borrower’s Authorized Representative as to the absence of debarment, suspension or voluntary exclusion from participation in Government contracts, procurement and non-procurement matters substantially in the form attached hereto as Exhibit C with respect to the Borrower and its principals (as defined in 2 C.F.R. § 180.995).86 The Borrower shall have provided to the TIFIA Lender satisfactory evidence that the Project has been included in (A) the metropolitan transportation improvement program adopted by the [insert name of federally designated metropolitan planning organization for the region], (B) the State transportation plan, and (C) the State transportation improvement program approved by the USDOT or its designated agency, in each case to the extent required by 23 U.S.C. §§ 134 and 135, and 23 U.S.C. § 602(a)(3), as applicable; and the financial plan for each such program or plan shall reflect the amount of the TIFIA Loan and all other federal funds to be used for the Project87 as sources of funding for the Project. The Borrower shall have provided evidence to the TIFIA Lender’s satisfaction, no more than thirty (30), but no less than fourteen (14), days prior to the Effective Date, of the assignment by at least two (2) Nationally Recognized Rating Agencies of a public Investment Grade Rating to the Initial Senior Obligations and a public rating on the TIFIA Loan and no such rating has been reduced, withdrawn or suspended as of the Effective Date.88 The Borrower shall have delivered to the TIFIA Lender a certificate from the Borrower’s Authorized Representative in the form attached hereto as Exhibit K (A) as to the satisfaction of certain conditions precedent set forth in this Section 13(a) (Conditions Precedent to Effectiveness) as required by the TIFIA Lender, (B) designating the Borrower’s Authorized Representative, and (C) confirming such person’s position and incumbency. The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that as of the Effective Date the aggregate of all committed sources of funds shown in the Base Case Financial Model and in the Project Budget to pay Total Project Costs have been fully and completely committed and allocated to the Borrower by the providers thereof and that such funds shall be sufficient to pay all Total Project Costs necessary to achieve Substantial Completion. [The Borrower shall have delivered to the TIFIA Lender an original fully executed counterpart (or a certified copy) of the Traffic and Revenue Study in form and substance acceptable to the TIFIA Lender [and the Traffic Consultant][, accompanied by a letter from the preparer of such study, dated as of [Insert date that is not more than fifteen (15) Business Days prior to the Effective Date], and certifying that the assumptions and projections contained in the Traffic and Revenue Study are reasonable and may be relied upon by the TIFIA Lender]89.]90 The Borrower shall have provided to the TIFIA Lender certified, complete, and fully executed copies of each Principal Project Contract, together with any amendments, waivers or modifications thereto, in each case that has been entered into on or prior to the Effective Date and each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender. The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that it has obtained all Governmental Approvals necessary to commence construction of the Project and that all such Governmental Approvals are final, non-appealable, and in full force and effect (and are not subject to any notice of violation, breach, or revocation). The Borrower shall have delivered to the TIFIA Lender a certified Base Case Financial Model on or prior to the Effective Date, which Base Case Financial Model shall (A) demonstrate that projected Project Revenues are sufficient to meet the Loan Amortization Schedule, (B) demonstrate a Total Debt Service Coverage Ratio for each Calculation Period through the Final Maturity Date that is not less than [____], (C) demonstrate a TIFIA Loan Life Coverage Ratio for each Calculation Date through the Final Maturity Date that is not less than [____],91 (D) not reflect (1) the commencement of amortization of the principal amount of any Senior Obligations before the Debt Service Payment Commencement Date, (2) the payment of any interest on any Pari Passu Obligations or Subordinated Obligations before the Debt Service Payment Commencement Date, or (3) the commencement of amortization of the principal amount of any Pari Passu Obligations or Subordinated Obligations before the commencement of the amortization of the principal amount of the TIFIA Loan, and (E) otherwise be in form and substance acceptable to the TIFIA Lender. The Borrower shall have (A) provided evidence satisfactory to the TIFIA Lender that the Borrower is authorized, pursuant to [insert state or municipal code reference authorizing statutory ability to create a lien], to pledge, assign, and grant the Liens on the Trust Estate purported to be pledged, assigned, and granted pursuant to the Indenture Documents, without the need for notice to any Person, physical delivery, recordation, filing or further act, (B) recorded or filed, or caused to be recorded or filed, for record in such manner and in such places as are required all documents and instruments, and taken or caused to be taken all other actions, as are necessary or desirable to establish and enforce the Trustee’s Lien on the Trust Estate (for the benefit of the Secured Parties) to the extent contemplated by the Indenture Documents, and (C) paid, or caused to be paid, all taxes and filing fees that are due and payable in connection with the execution, delivery or recordation of any Indenture Documents or any instruments, certificates or financing statements in connection with the foregoing.92 The Borrower shall have paid in full all invoices delivered by the TIFIA Lender to the Borrower as of the Effective Date for the reasonable fees and expenses of the TIFIA Lender’s counsel and financial advisors and any auditors or other consultants employed by the TIFIA Lender for the purposes hereof (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). The Borrower shall have (A) provided evidence satisfactory to the TIFIA Lender of compliance with NEPA and (B) complied with all applicable requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601 et seq.) and Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.) and shall have provided evidence satisfactory to the TIFIA Lender of such compliance upon request by the TIFIA Lender. The TIFIA Lender shall have delivered its initial TIFIA Lender’s Authorized Representative certificate. The Borrower shall have (A) obtained a Federal Employer Identification Number, (B) obtained a Data Universal Numbering System number, and (C) registered with, and obtained confirmation of active registration status from, the federal System for Award Management (▇▇▇.▇▇▇.gov).93 [The Borrower shall have delivered to the TIFIA Lender (A) certificates of insurance evidencing (1) that the Borrower and each applicable Principal Project Party has obtained insurance with respect to the Project and the Borrower, as applicable, that meets the requirements of Section 16(f) (Insurance) and (2) that each liability policy (other than workers’ compensation insurance) reflects the TIFIA Lender as an additional insured and (B) at the TIFIA Lender’s request, copies of such insurance policies.]94 The Borrower shall have provided to the TIFIA Lender evidence that [each of] the Borrower [and each other Borrower Related Party] is duly organized and validly existing under the laws of its jurisdiction of formation, with full power, authority and legal right to own its properties and carry on its business and governmental functions as now conducted, including the following documents, each certified by the Borrower’s Authorized Representative (or, with respect to a Borrower Related Party, such Borrower Related Party’s authorized representative): (A) a copy of its Organizational Documents, as in effect on the Effective Date (and certified by the Secretary of State of the State, to the extent applicable), which Organizational Documents shall be in full force and effect and shall not have been amended since the date of the last amendment thereto shown on the certificate, (B) a copy of all resolutions authorizing each Borrower Related Party to execute and deliver, and to perform its respective obligations under, the TIFIA Loan Documents to which it is a party, and such resolutions have not been subsequently modified, rescinded or superseded since amended, are in full force and effect in the date of adoption form adopted, and are the only resolutions adopted by the Borrower Related Parties relating to the matters described therein, and (iiC) certifying that a copy of such further instruments and documents as are necessary, appropriate or advisable to effectuate the foregoing resolutions and to consummate and implement the transactions contemplated by such resolutions and the TIFIA Loan Documents. The Borrower shall have provided the TIFIA Lender records of the Eligible Project Costs incurred prior to the Effective Date, in form and substance satisfactory to the TIFIA Lender and in sufficient time prior to the Effective Date to permit the TIFIA Lender and the [FHWA Division Office][insert other USDOT modal agency field office, if applicable] to review such costs. The Borrower shall have provided to the TIFIA Lender certified, complete and fully executed copies of each performance security instrument delivered to or by the Borrower pursuant to any Principal Project Contract as of the Effective Date, each of which performance security instruments shall be (A) in compliance with the requirements for such performance security pursuant to the applicable Principal Project Contract and (B) in full force and effect. The representations and warranties contained of the Borrower set forth in Article V this Agreement (including Section 14 (Representations and the Warranties of Borrower)) and in each other Loan Documents are Related Document shall be true and correct in all material respects (orcorrect, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date (in which case they are case, such representations and warranties shall be true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of This Amendment shall become effective on the Revolving Credit Maturity Date, the Borrower shall satisfy date on which each of the following requirements for such extension to become effective conditions is satisfied (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension "Effective Date”"): (ia) The Administrative Agent shall have received an Extension Notice within counterparts hereof duly executed and delivered by the period required under Section 2.14(a) aboveCompany, the Borrowers and the Required Lenders; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iiib) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of certificate, dated the Borrower dated as of the applicable Extension Effective Date, Date and signed by the President, a Responsible Vice President or a Financial Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying thatCompany, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects confirming compliance as of such date (including such earlier date with the conditions set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections paragraphs (a) and (b) of Section 5.05 shall be deemed to refer to 4.02 of the most recent statements furnished pursuant to subsections Credit Agreement (a) and (bas if a Borrowing were being effected on such date), respectively, of Section 6.01, and (B) no Default exists; (vc) upon RFM 2, LLC shall have become party to the reasonable request Security Documents and the Company will cause the Equity Interests of any Lender made at least twenty-five days RFM 2, LLC to be pledged pursuant to the Security Documents; (d) The Agent shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, with respect to RFM 2, LLC in form and su▇▇▇▇▇▇▇ sa▇▇▇▇actory to the Agent; (e) The Agent shall have received all fees and other amounts due and payable on or prior to the applicable Extension Effective Date, including, to the Borrower extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (f) The Borrowers shall have provided made the prepayments of Borrowings and paid the other amounts required to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior paid pursuant to the applicable Extension Effective DateSection 17 of this Amendment; and (vig) at least fifteen days prior The Borrowers shall have paid to the applicable Extension Effective DateAgent, if in immediately available funds, for the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to account of each Lender that so requestshas delivered (including by telecopy) an executed counterpart of this Amendment to the Agent or its counsel prior to 5:00 p.m., in a form acceptable New York time, on March 22, 2002, an amendment fee equal to 0.75% of the aggregate amount of such Lender's unused Commitments, a Beneficial Ownership Certification in relation Revolving Exposure and outstanding Term Loans on the date of this Amendment and prior to giving effect to the Borrowerreductions and prepayments required by Section 17 of this Amendment.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the Revolving Credit Maturity Date, Tranche J Term Lenders to make the Borrower Tranche J Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 13 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Tranche J Term Lenders; (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the making of the Revolving Credit Maturity Date, no Default shall have occurred Tranche J Term Loans and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit application of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as proceeds thereof, each of the applicable Extension conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 13 Effective Date” in each place they appear therein, an extension fee (ii) the words “Second Restatement Transactions” in an amount equal to 0.075% of the Revolving Credit Facility in effect on such dateSection 3.11 (including component definitions thereof, it being understood and agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered reference to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse EffectLender Presentation” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 therein shall be deemed to refer to the most recent statements furnished pursuant lender presentation delivered in connection with the Tranche J Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to subsections be “Tranche J Transactions”, (aiii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, (iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (v) the words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (c) the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the Amendment No. 13 Effective Date after giving effect to the Tranche J Transactions, including the making of the Tranche J Term Loans and the application of the proceeds thereof, shall be no greater than 7.25 to 1.00 and 5.00 to 1.00, respectively; (d) the Agent shall have received a certificate dated as of the Amendment No. 13 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) and (b), respectively, of Section 6.01, and (Bc) no Default existsabove; (ve) upon the reasonable request Agent shall have received a notice of any Lender made borrowing with respect to the Tranche J Term Loans in accordance with Section 2.03 of the Amended Credit Agreement; (f) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Tranche J Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (g) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 11 Effective Date; (h) the Agent shall have received, at least twenty-five days three Business Days prior to the applicable Extension Amendment No. 13 Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any Tranche J Term Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 13 Effective Date; and (vii) the Agent shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Tranche J Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 13 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least fifteen days one Business Day prior to the applicable Extension Amendment No. 13 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 13 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of This Amendment shall become effective on the Revolving Credit Maturity Date, the Borrower shall satisfy date on which each of the following requirements for such extension to become effective conditions is satisfied (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension "Fifth Amendment Effective Date”"): (ia) The Administrative Agent shall have received an Extension Notice within counterparts hereof duly executed and delivered by the period required under Section 2.14(a) aboveCompany, the Borrowers and the Required Lenders; (iib) On The Agent shall have received all fees and other amounts due and payable on or prior to the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Fifth Amendment Effective Date, no Default shall have occurred including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel and FTI Consulting) required to be continuingreimbursed or paid by any Loan Party hereunder or under any other Loan Document; (iiic) The Borrower Borrowers shall have made the prepayments of Borrowings and paid the other amounts required to be paid pursuant to Section 14 of this Amendment; (d) The Borrowers shall have paid to the Administrative Agent, in immediately available funds, for the pro rata benefit account of each Lender that has delivered (including by telecopy) an executed counterpart of this Amendment to the Agent or its counsel prior to 5:00 p.m., New York time, on March 7, 2003, an amendment fee equal to 1.00% of the aggregate amount of such Lender's unused Commitments, Revolving Credit Lenders based Exposure and outstanding Term Loans on their Applicable Revolving Credit Percentages as the date of this Amendment and after giving effect to the reductions and prepayments required by Section 14 of this Amendment; (e) The Company, RFM2, LLC and the Agent shall have entered into an appropriate amendment to the side letter to the cash collateral agreement in respect of the applicable Extension Effective DateNew Jersey Cash Collateral to reflect the changes made pursuant to this Amendment, an extension fee and the Company shall have deposited funds into the cash collateral account in an amount equal to 0.075% the aggregate amount withdrawn therefrom following the effectiveness of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Datecash collateral agreement; and (vif) at least fifteen days prior The parties to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it Security Agreement shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation have entered into an amendment to the BorrowerSecurity Agreement the effect of which is to grant a lien on the Net Proceeds of any asset sale to the extent suc▇ ▇▇▇ ▇▇▇▇▇▇ds are required to be deposited into a cash collateral account pursuant to Section 6.05 of the Credit Agreement or are to be used to make any prepayment of the Term Loans. The Lenders party hereto hereby consent to the Agent entering into such amendment.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the Revolving Credit Maturity Date, Additional Tranche C Term Lenders to make Additional Tranche C Term Loans shall be subject to the Borrower shall satisfy each satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Additional Tranche C Term Loan Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Additional Tranche C Term Lenders; (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the making of the Revolving Additional Tranche C Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Maturity Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Restatement Date, no Default ” set forth in Section 3.13(a) of the Credit Agreement shall have occurred be deemed to be “Additional Tranche C Term Loan Effective Date” in each place they appear in Section 3.13(a) and the word “Transactions” in Section 3.13(a) shall be continuingdeemed to be “Additional Tranche C Transactions”; (iiic) The Borrower shall have paid to on the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Additional Tranche C Term Loan Effective Date, an extension fee in an amount equal at the time of and immediately after giving effect to 0.075% the Additional Tranche C Term Loans and the application of the Revolving Credit Facility in effect on such dateproceeds thereof, it being agreed that such fee (i) the Consolidated Net Leverage Ratio shall be fully earned when paid no greater than 6.50 to 1.00 and (ii) the Consolidated Secured Net Debt Ratio shall not be refundable for any reasonno greater than 4.25 to 1.00; (ivd) The Administrative the Agent shall have received a certificate of the Borrower dated as of the applicable Extension Additional Tranche C Term Loan Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower with respect to the conditions set forth in paragraphs (ib) and (Ac) certifying above; (e) the Agent shall have received a notice of borrowing in accordance with Section 2.03 and attaching Section 2.24(a) of the resolutions adopted by each Loan Party approving or consenting to such extension or Credit Agreement; (Bf) certifying thatthe Agent, as on behalf of such Extension Effective Dateitself, the resolutions delivered arrangers of the Additional Tranche C Term Loans, the Lenders and the Issuing Bank, shall have received a solvency opinion in form and substance and from an independent investment bank or valuation firm reasonably satisfactory to the Administrative Agent to the effect that Holdings and the Lenders its Subsidiaries, on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and consolidated basis after giving effect to such extensionthe Additional Tranche C Transactions, are solvent; (g) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on and as of such Extension the Restatement Date; (h) the Agent shall have received, at least five Business Days prior to the Additional Tranche C Term Loan Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case at least fifteen days prior to that has been reasonably requested by the applicable Extension Effective DateAgent or any Additional Tranche C Term Lender as of such date; and (vii) at least fifteen days the Agent shall have received all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Additional Tranche C Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Additional Tranche C Term Loan Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced on or prior to the applicable Extension date hereof. The Agent shall notify the Borrower and the Lenders of the Additional Tranche C Term Loan Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower This Agreement shall satisfy each of the following requirements for such extension to become effective on the date (in each casesuch date, the first date on which such conditions precedent are satisfied or waivedif any, the “Extension Effective Exchange Closing Date”):) that the following conditions have been satisfied: (ia) The Administrative Legacy Borrower and Collateral Agent shall have received an Extension Notice within executed signature pages hereto from (i) each New Term Lender in its capacity relating to the period required under Section 2.14(a) above; Existing Loans, (ii) On each New Term Lender in its capacity relating to the date of such Extension Notice New Loans, and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) the Collateral Agent. (b) The Collateral Agent shall have received evidence satisfactory to the New Term Lenders (in their sole discretion) that substantially concurrently with the Exchange Closing Date each of the conditions precedent to the effectiveness of the New Credit Agreement set forth in Section 7.1 of the New Credit Agreement has been satisfied. (c) Any and all warrants, options, and other instruments or rights to purchase or receive equity in the Legacy Borrower (other than the Warrant Interests) shall have been voided or cancelled and shall have no further effect; provided, however, that the Option to Purchase Equity Interest set forth in Section 9(a) of the Existing Credit Agreement shall have first been exercised or replaced with an identical option and right of the New Term Lenders to exercise such option immediately prior to the Closing of the Company Merger. Subject to Section 1.2 hereof, in the event and to the extent that any equity rights instruments, warrants, or options to purchase equity in the Legacy Borrower or the New Borrower held by any New Term Lender remain outstanding following the Loan Exchange, such instruments shall be subject to immediate cancellation or conversion as of the Closing of the Company Merger, unless otherwise agreed in writing by all New Term Lenders and the New Borrower. No further rights to acquire equity in the New Borrower shall survive the Closing Date unless expressly provided for in this Agreement or the New Credit Agreement. (d) New Borrower shall have paid delivered the Noteholders’ approved DRS Statement to its transfer agent with respect to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason;Distributed Shares. (ive) The Administrative Collateral Agent shall have received a certificate Perfection Certificate of the Borrower New Borrower, dated as the Exchange Closing Date, substantially in the form of Exhibit E to the New Credit Agreement, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Collateral Agent, executed by a duly authorized officer of New Borrower. (f) The Loan Exchange shall have been, substantially contemporaneously with the effectiveness of the applicable Extension Effective Date, signed by a Responsible Officer Closing of the Borrower Company Merger, consummated. (ig) (AThe Senior Lender shall have exercised its Equity Purchase Option as set forth in Section 9(a) certifying and attaching of the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying thatExisting Credit Agreement, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on Warrant Exchange shall have been fully consummated as set forth herein, each substantially contemporaneously with the effectiveness of the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six Company Merger. (6h) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date Each of adoption and (ii) certifying that (A) the representations and warranties of the Legacy Borrower contained in Article V and the other Loan Documents Section 4(a) are true and correct in all material respects (or, in on the case of Section 5.19, all respects) on Exchange Closing Date with the same effect as though such representations and as of the date of the Extension Notice and, both before and after giving effect to such extension, warranties had been made on and as of such Extension Effective Date, except date. (1i) The Borrowers shall have provided the final results of the Loan Exchange and the Debt Conversion to the extent that such representations Collateral Agent and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and New Term Lenders at least three (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days Business Days prior to the applicable Extension Effective Date, Exchange Closing (or such shorter period as agreed to in writing by the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the BorrowerCollateral Agent).

Conditions Precedent to Effectiveness. As This Agreement shall become effective on and as of the first date (the "Effective Date") on which the Agent shall have received counterparts of this Agreement duly executed by the Borrower and all of the Banks and the following additional conditions precedent to each extension of the Revolving Credit Maturity Dateshall have been satisfied, the Borrower except that Section 2.04(a) shall satisfy each of the following requirements for such extension to become effective (in each case, as of the first date on which the Agent shall have received counterparts of this Agreement duly executed by the Borrower and all of the Banks: (a) The Borrower shall have notified the Agent in writing as to the proposed Effective Date. (b) Each of the Agent and the Co-Lead Arrangers shall be reasonably satisfied in all material respects with (i) the structure of the Plan of Reorganization and the other aspects of the Transaction (excluding the terms of the settlement contemplated thereby and the amount of the Settlement Payments to the extent, in each case, such conditions precedent terms and amount are satisfied not materially different from those set forth in the March 2004 10-Q) and all related tax, legal and accounting matters, (ii) the capitalization, corporate or waivedorganizational, and legal structure and equity ownership of the Borrower and its material Subsidiaries (including, without limitation, the “Extension charters and bylaws of each of the Borrower and its material Subsidiaries and each agreement or instrument relating thereto) after giving effect to the Transaction and (iii) the projected financial condition of the Borrower and its subsidiaries on a consolidated basis following the consummation of the Plan of Reorganization. (c) Each of the Agent and the Co-Lead Arrangers shall be reasonably satisfied that there has been no material adverse change since June 10, 2004 (which shall not be deemed to refer to the contemplated restructurings disclosed to the Co-Lead Arrangers on or prior to such date) in either (i) the corporate and legal structure and capitalization of the Borrower and its material Subsidiaries, including, without limitation, the charters and bylaws of each of the Borrower and each of its material Subsidiaries and each agreement or instrument relating thereto or (ii) the projected financial condition of the Borrower and its Subsidiaries on a consolidated basis following the Order Entry. (d) The Agent shall have received on or before the Effective Date”):Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank: (i) The Administrative Agent shall have received an Extension Notice within Notes to the period required under order of the Banks to the extent requested by any Bank pursuant to Section 2.14(a) above;2.18. (ii) On An amended and restated share pledge agreement in substantially the form of Exhibit F hereto (together with each other pledge agreement and pledge agreement supplement delivered pursuant to Section 5.01(i), in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and HESI in favor of the Collateral Agent, together with (to the extent not heretofore provided): (A) to the extent such Pledged Equity is certificated, certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank; (B) financing statements in proper form for filing under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement; (C) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such Extension Notice other financing statements; and (D) except for the filing of financing statements to occur after the Effective Date and both immediately before except as otherwise permitted by the Loan Documents, evidence that all other action that the Agent may reasonably deem necessary or desirable in order to perfect and immediately after giving effect to such extension of protect the Revolving Credit Maturity Date, no Default shall have occurred first priority liens and be continuing;security interests created under the Pledge Agreement has been taken. (iii) The Borrower shall have paid An amended and restated subsidiary guaranty in substantially the form of Exhibit G hereto (together with each other subsidiary guaranty and subsidiary agreement supplement delivered by a Subsidiary Guarantor pursuant to Section 5.01(i), in each case as amended, the Administrative "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor in favor of the Agent, for the pro rata benefit of Banks, the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of Three-Year Agent, the applicable Extension Effective DateThree-Year Banks, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid LC Agent and shall not be refundable for any reason;the ▇▇ ▇▇▇▇▇. (iv) The Administrative An amended and restated collateral trust agreement in substantially the form of Exhibit H hereto (together with each other collateral trust agreement supplement delivered by a Loan Party pursuant to Section 5.01(i), in each case as amended, the "Collateral Trust Agreement"), duly executed by the Borrower, HESI and the Collateral Agent. (v) Certified copies of the resolutions of the Board of Directors, members or partners of each Loan Party approving each Loan Document to which such Loan Party is or is to be a party, and of all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to each Loan Document to which such Loan Party is or is to be a party. (vi) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which such Loan Party is or is to be a party and the other documents to be delivered by such Loan Party hereunder. (vii) A certificate of an officer of the Borrower stating the respective ratings by each of S&P and ▇▇▇▇▇'▇, respectively, of the senior unsecured long-term debt of the Borrower as in effect on the Effective Date. (viii) A letter addressed to the Agent from the Borrower with respect to the Senior Unsecured Credit Facility Agreement stating that (i) all the "Commitments" (as defined in the Senior Unsecured Credit Facility Agreement) of the "Banks" (as defined in the Senior Unsecured Credit Facility Agreement) have been terminated, (ii) no "Advances" (as defined in the Senior Unsecured Credit Facility Agreement) are outstanding under the Senior Unsecured Credit Facility Agreement, and (iii) all fees and other amounts known by the Borrower to be payable under the Senior Unsecured Credit Facility Agreement have been paid in full. (ix) A favorable opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary and Assistant General Counsel for the Borrower, in substantially the form of Exhibit C-1 hereto. (x) A favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Loan Parties, in substantially the form of Exhibit C-2 hereto. (xi) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (e) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to have a Material Adverse Effect other than the Disclosed Litigation or (ii) purports to affect the legality, validity or enforceability of the Borrower's or any Subsidiary Guarantor's obligations or the rights and remedies of the Banks relating to the Agreement and the other Loan Documents, and except as set forth in Schedule 4.01(f) to this Agreement, there shall have been no material adverse change in the status, or financial effect on the Borrower and its subsidiaries on a consolidated basis, of the Disclosed Litigation from that described to the Agent on or prior to June 10, 2004. (f) There shall have occurred no material adverse change (which term shall not be deemed to refer to the commencement of the Chapter 11 Cases) in the business, condition (financial or otherwise), operations, performance or properties of the Borrower and its subsidiaries, on a consolidated basis, since December 31, 2003, except as disclosed in the March 2004 10-Q, except as disclosed to the Agent, the Co-Lead Arrangers and the Banks on the Banks' conference calls on June 15, 2004 and June 29, 2004 and except for the accounting charges taken and to be taken by the Borrower directly in connection with the Settlement Payments and except as set forth in Schedule 4.01(f) to this Agreement, and the Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower stating that the condition in this Section 3.01(f) has been satisfied as of the Effective Date. (g) Each of the Agent and the Co-Lead Arrangers shall be satisfied that the Borrower and its subsidiaries are not subject to material contractual or other restrictions that would be violated by the Transaction, including the incurrence of indebtedness under this Agreement, the granting of guarantees and collateral and the payment of dividends by subsidiaries. (h) Except as otherwise permitted by the Loan Documents, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Agent and the Co-Lead Arrangers) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agent and the Co-Lead Arrangers that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (i) (A) certifying and attaching On the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent following statements shall be true and the Lenders on the Closing Date include approval for an extension Agent shall have received a certificate signed by a duly authorized officer of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from Borrower, dated the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Effective Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and stating that: (iii) certifying that (A) the The representations and warranties contained in Article V and the other Loan Documents Section 4.01 are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date Effective Date, (ii) No event has occurred and is continuing that constitutes a Default, (iii) Any default under the Borrower's or any of its material Subsidiaries' material debt instruments that would be triggered by the filing of the Extension Notice Chapter 11 Cases and related transactions has been permanently waived or amended, (iv) The Borrower has disclosed to the Agent (A) all material potential cash collateral and/or reimbursement obligations under letters of credit and (B) all material potential liabilities with respect to sureties, in each case, existing prior to the date hereof, that might arise as a result of the filing of the Chapter 11 Cases and related transactions, and (v) To the Borrower's knowledge, both before and the Borrower will not be required for any reason due to events or circumstances existing prior to the Effective Date to cause its consolidated financial statements for fiscal year 2001 or 2002 to be reaudited or restated after giving effect to such extension, on and as of such Extension the Effective Date, except in order to reflect changes in the Borrower's segment reporting. (1j) All accrued fees and reasonable out-of-pocket expenses of the Co-Lead Arrangers (including the reasonable fees and expenses of counsel to the extent that such representations and warranties specifically refer to an earlier date, in Co-Lead Arrangers for which case they are true and correct in all material respects as of such earlier date, (2invoices have been submitted) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists;have been paid. (vk) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the The Borrower shall have provided to such Lender, paid all accrued fees and such Lender shall be reasonably satisfied with, reasonable out-of-pocket expenses of the documentation Agent (including reasonable fees and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerexpenses of counsel for which invoices have been submitted).

Conditions Precedent to Effectiveness. As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower This Eleventh Amendment shall satisfy not be effective until each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, has been fulfilled to the “Extension Effective Date”):sole satisfaction of the Lender: (ia) The Administrative Agent This Eleventh Amendment shall have received an Extension Notice within been duly executed and delivered by the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice respective parties hereto, and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and shall be in form and substance satisfactory to the Lender. (b) All action on the part of the Obligors necessary for the valid execution, delivery and performance by the Obligors of this Eleventh Amendment and all other documentation, instruments, and agreements to be executed in connection herewith shall have not been modified, rescinded or superseded since duly and effectively taken and evidence thereof satisfactory to the date of adoption and Lender shall have been provided to the Lender. (iic) certifying that (A) The Lender shall have received from the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, Obligors an amendment fee in the case amount of Section 5.19One Hundred Twenty-Five Thousand Dollars ($125,000.00) (the “Amendment Fee”). The Amendment Fee shall be fully and irrevocably earned by the Lender upon execution of this Amendment, all respectsand is non-refundable to the Obligors. (d) on and as of the date of the Extension Notice and, both before and after After giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already matters contemplated by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulationsEleventh Amendment, including, without limitation, the U.S. Patriot Actrepayment in full of the Aston 2016 Debt and the Energy Source Debt, Availability shall not be less than $8,500,000.00. (e) The Lender shall have received from the Obligors written confirmation that the Aston 2016 Debt and the Energy Source Debt have been paid in full, in form and substance satisfactory to the Lender. (f) The Lender shall have received an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each case at least fifteen days of the Obligors certifying (i) that the attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Eleventh Amendment and all documents referenced therein and related thereto are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign such documents. (g) The Lender shall have received an executed written opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP with regard to the matters addressed in this Eleventh Amendment in form and substance satisfactory to the Lender. (h) The Lender shall have received fully-executed (as applicable) copies of all items set forth on the Lender’s closing checklist which has been provided to the Obligors. (i) The Obligors shall have executed and delivered to the Lender such additional documents, instruments, and agreements as the Lender may reasonably request. (j) In accordance with the terms and conditions of Loan Agreement, the Obligors shall pay to Lender (i) all costs and expenses of the Lender, including, without limitation, reasonable attorneys’ fees, in connection with the preparation, negotiation, execution and delivery of this Eleventh Amendment and all documents related thereto and/or associated therewith through and including January 25, 2017 in the amount of $37,270.40, and (ii) the outstanding attorneys’ fees due prior to the applicable Extension Eleventh Amendment Effective Date; and (vi) at least fifteen days prior to Date in the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borroweramount of $8,643.02.

Conditions Precedent to Effectiveness. As conditions precedent to each extension (a) The resignation of the Revolving Credit Maturity DateExisting Administrative Agent and Existing Collateral Agent, the Borrower appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the Section 2(a) Amendments shall satisfy become effective on the date (the “Third Amendment Effective Date”) and at the time (the “Section 2(a) Amendments Effective Time”) on and at which each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are is satisfied or waived: (1) the Parent Borrower, the “Extension Effective Date”):OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent and the Required Lenders have each delivered a duly executed counterpart of this Amendment to the Administrative Agent. (ib) The Section 2(b) Amendments shall become effective on the Third Amendment Effective Date and at the time (the “Section 2(b) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived: (1) the Section 2(a) Amendments Effective Time shall have occurred; (2) the Administrative Agent shall have received duly executed Increase Supplements (if any) and/or Lender Joinder Agreements (if any) evidencing Supplemental Term Loan Commitments in an Extension Notice within aggregate amount of $275,000,000 (which such condition shall be deemed satisfied hereunder by the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension execution of the Revolving Amended and Restated Credit Maturity Date, no Default shall have occurred Agreement by the parties thereto and be continuing; (iii) The Borrower shall have paid delivery thereof to the Administrative Agent, for the pro rata benefit ); (3) each Guarantor shall have delivered a duly executed counterpart of the Revolving acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Administrative Agent; (4) the Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors or a duly authorized committee thereof of each of the Borrowers approving and authorizing the execution, delivery and performance of this Third Amendment, and the performance of the Credit Lenders based on their Applicable Revolving Credit Percentages Agreement as amended by this Third Amendment, certified as of the applicable Extension Third Amendment Effective DateDate by a Responsible Officer, an extension fee in an amount equal to 0.075% secretary or assistant secretary of the Revolving Credit Facility Borrowers as being in full force and effect on such date, it being agreed that such fee shall be fully earned when paid without modification or amendment and shall not be refundable (B) a good standing certificate (or the equivalent thereof) for any reasoneach of the Borrowers from its jurisdiction of formation; (iv5) The the Administrative Agent shall have received a certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the applicable Extension Third Amendment Effective Date, Date signed by a Responsible Officer of the Parent Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six matters set forth in clauses (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six and (7) below; (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date each of adoption and (ii) certifying that (A) the representations and warranties contained in Article V made by any Loan Party pursuant to the Credit Agreement and the any other Loan Documents are Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, Third Amendment Effective Date as if made on and as of such Extension date; and (7) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation Date or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification the effectiveness hereof. (c) The Section 2(c) Amendments shall become effective on the Third Amendment Effective Date and at the time (3the “Section 2(c) for purposes Amendments Effective Time”) on and at which each of this the following conditions is satisfied or waived: (1) the Section 2.14, the representations and warranties contained in subsections (a2(b) and (b) of Section 5.05 Amendments Effective Time shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existshave occurred; (v2) upon the reasonable request of any Lender made at least twenty-five days Initial Term Loans outstanding immediately prior to the applicable Extension effectiveness of the Section 2(b) Amendments on the Third Amendment Effective Date, the Borrower Date shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested been repaid in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior full to the applicable Extension Effective DateExisting Administrative Agent for the benefit of the Lenders; and (vi3) at least fifteen days prior the conditions set forth in Section 6.1 of the Amended and Restated Credit Agreement shall have been satisfied or waived. The making of the initial Extensions of Credit by the Lenders on the Third Amendment Effective Date shall conclusively be deemed to constitute an acknowledgement by the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to Administrative Agent and each Lender that so requests, each of the conditions precedent set forth herein and in a form acceptable to Section 6.1 of the Amended and Restated Credit Agreement shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Lender, a Beneficial Ownership Certification in relation to the BorrowerPerson.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of This Amendment shall become effective upon the Revolving Credit Maturity Date, the Borrower shall satisfy each fulfillment of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived(the date of such fulfillment, the “Extension Second Amendment Effective Date”): (ia) This Amendment shall have been duly executed and delivered to the Administrative Agent by the Borrower, the Guarantors and the Lenders party hereto, which constitute all of the “Lenders” as defined in the Existing Credit Agreement; (b) The amended and restated Fee Letter and amended and restated Registration Rights Agreement shall have been duly executed and delivered to the Administrative Agent by the Borrower; (c) The Borrower shall have issued and delivered to the Lenders warrants, evidenced by an instrument substantially in the form of Exhibit J-1 attached to the Credit Agreement (as amended hereby), dated as of the Second Amendment Effective Date, exercisable for an aggregate number of shares of common stock of the Borrower set forth in Exhibit D; (d) All Company Warrants previously issued to the Lenders shall have been amended to revise the exercise price thereunder from $20.04 per share to $3.6452 per share; (e) The Administrative Agent shall have received received, for the benefit of the Lenders, payment of all accrued and unpaid interest on the Loans since the most recent Payment Date through (but not including) the Second Amendment Effective Date (in an Extension Notice within aggregate amount equal to $1,373,840.96, of which $301,574.85 shall be paid “in kind” by adding and capitalizing such amount to the period required under Section 2.14(aoutstanding principal amount of the Tranche A-1 Term Loans (and the amount so capitalized shall constitute “principal” for all purposes of the Loan Documents from and after the Second Amendment Effective Date) aboveand $1,072,266.11 shall be paid in cash; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iiif) The Borrower shall have paid to the Administrative RIFA Agent, for the pro rata benefit account of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective DatePurchasers, an extension fee in an amount equal to 0.075% the sum of (i) the Revenue Interest Payments (as defined in the Revenue Interest Financing Agreement as in effect immediately prior to the date hereof) for the fiscal quarter ended September 30, 2023 plus (ii) a prorated portion (based on the actual portion of the Revolving Credit Facility quarter elapsed) of the Revenue Interest Payments (as defined in the Revenue Interest Financing Agreement as in effect on such dateimmediately prior to the date hereof) for the fiscal quarter ending December 31, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason2023; (ivg) The Administrative Agent Borrower shall have received a certificate paid all costs, fees and expenses of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on Lenders, including, without limitation, the Closing Date include approval for an extension fees and expenses of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity DateS▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇ LLP, as applicableoutside counsel to Administrative Agent and the Oaktree Lenders and the fees and expenses of S▇▇▇▇▇▇▇ & Sterling LLP, and are and remain in full force and effect and have not been modifiedas outside counsel to Q Boost Holding LLC, rescinded or superseded since incurred prior to date hereof, to the extent invoiced at least one Business Day prior to the date hereof; (h) Each of adoption and (ii) certifying that (A) the representations and warranties contained in Article V Section 7 of this Amendment, Section 7 of the Credit Agreement and in the other Loan Documents are true shall be true, accurate and correct complete in all material respects (orunless such representations are already qualified by reference to materiality, Material Adverse Effect or similar language, in the which case of Section 5.19, such representations and warranties shall be true and correct in all respects) on and as of the date of hereof with the Extension Notice and, both before and after giving same effect to such extension, as though made on and as of such Extension Effective Datedate, except (1) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they are true such representations and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language warranties shall be have been true and correct in all respects on and as of such date earlier date; (including such earlier date set forth in i) At the foregoing clause (1)) time of and after giving effect to such qualification and (3) for purposes this Amendment, no fact or condition exists that constitutes, or with the passage of this Section 2.14time, the representations and warranties contained in subsections (a) and (b) giving of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b)notice, respectivelyor both, would constitute, an Event of Section 6.01, and (B) no Default existsDefault; (vj) upon the reasonable request The Administrative Agent shall have received a duly executed legal opinion of any Lender made at least twenty-five days prior counsel to the applicable Extension Obligors dated as of the Second Amendment Effective Date, in form and substance reasonably acceptable to the Borrower Administrative Agent; (k) The Administrative Agent shall have provided received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Second Amendment Effective Date, for each such LenderPerson and (y) a certificate, dated as of the Second Amendment Effective Date, duly executed and delivered by such Lender shall Person’s Responsible Officer, as to: (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be reasonably satisfied withexecuted by such Person and the Transactions; (ii) solely to the extent different than the incumbency delivered on the Closing Date, the documentation incumbency and other information so requested in connection with applicable “know your customer” signatures of Responsible Officers authorized to execute and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in deliver each case at least fifteen days prior Loan Document to the applicable Extension Effective Datebe executed by such Person; and (viiii) at least fifteen days prior the full force and validity of each Organic Document of such Person and, solely to the applicable Extension Effective extent modified or amended since the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it copies thereof; which certificates shall deliver, to each Lender that so requests, be in a form acceptable to such Lender, a Beneficial Ownership Certification in relation and substance reasonably satisfactory to the BorrowerAdministrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending the prior certificate of such Person.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1x1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2y2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3z3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19Sections 5.19 and 5.24, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days ten Business Days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days five Business Days prior to the applicable Extension Effective Date; and (vi) at least fifteen days ten Business Days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Amendment, the effectiveness of the Revolving Credit Maturity DateIncremental Term Loan Commitments of each Incremental Term Lender and the obligation of each Incremental Term Lender to fund its portion of the Incremental Term Loan shall be subject to the satisfaction (or waiver by the Administrative Agent, the Borrower shall satisfy Incremental Term Lenders and/or the Required Lenders, as applicable) of each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are (the date that each such condition has been satisfied or waived, being herein called the “Extension Amendment Effective Date”): (ia) The Administrative Agent shall have received an Extension Notice within received: (i) duly executed counterparts of this Amendment by the period required under Section 2.14(a) aboveBorrower, the Consenting Lenders, the Incremental Term Lenders and the Administrative Agent; (ii) On an original Term Note executed by the date Borrower in favor of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuingeach Incremental Term Lender requesting a Term Note; (iii) The Borrower shall have paid to a complete and duly executed Loan Notice in accordance with the Administrative Agent, for the pro rata benefit requirements of Section 2.02 of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reasonAgreement; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, the U.S. Patriot PATRIOT Act, in each case that has been requested at least fifteen days five (5) Business Days prior to the applicable Extension Effective Datedate hereof; (v) a ratification agreement of the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the other Loan Parties; (vi) a customary opinion of counsel to the Borrower; (vii) all fees and expenses required to be paid pursuant to the terms of the engagement letter, dated as of August 7, 2015, between the Borrower and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Engagement Letter”), shall have been paid; and (viviii) at least fifteen days prior such other documents, instruments and certificates as the Administrative Agent or the Incremental Term Lenders shall reasonably request and such other documents, instruments and certificates shall be reasonably satisfactory in form and substance to the applicable Extension Effective DateAdministrative Agent and the Incremental Term Lenders, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it applicable. (b) No Default shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation exist immediately before or immediately after giving effect to the Borrowermaking of the Incremental Term Loan.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the Revolving Credit Maturity Date, Tranche L Term Lenders to make the Borrower Tranche L Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 17 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Tranche L Term Lenders; (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the making of the Revolving Credit Maturity Date, no Default shall have occurred Tranche L Term Loans and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit application of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as proceeds thereof, each of the applicable Extension conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 17 Effective Date” in each place they appear therein, an extension fee (ii) the words “Second Restatement Transactions” in an amount equal to 0.075% of the Revolving Credit Facility in effect on such dateSection 3.11 (including component definitions thereof, it being understood and agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered reference to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse EffectLender Presentation” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 therein shall be deemed to refer to the most recent statements furnished pursuant lender presentation delivered in connection with the Tranche L Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to subsections be “Tranche L Transactions”, (aiii) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (iv) the words “December 31, 2013 and March 31, 2014” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be deemed to be “December 30, 2023, March 31, 2024 and June 30, 2024”; (c) the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the Amendment No. 17 Effective Date after giving effect to the Tranche L Transactions, including the making of the Tranche L Term Loans and the application of the proceeds thereof, shall be no greater than 7.25 to 1.00 and 5.00 to 1.00, respectively; (d) the Agent shall have received a certificate dated as of the Amendment No. 17 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) and (b), respectively, of Section 6.01, and (Bc) no Default existsabove; (ve) upon the reasonable request Agent shall have received a notice of any Lender made borrowing with respect to the Tranche L Term Loans in accordance with Section 2.03 of the Amended Credit Agreement; (f) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Tranche L Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (g) the Agent shall have received legal opinions, board resolutions and other closing certificates as reasonably requested by the Agent; (h) the Agent shall have received, at least twenty-five days three Business Days prior to the applicable Extension Amendment No. 17 Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-anti- money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any Tranche L Term Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 17 Effective Date; and (vii) the Agent shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Tranche L Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 17 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least fifteen days one Business Day prior to the applicable Extension Amendment No. 17 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 17 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement, the conversion of the Revolving Credit Maturity DateTranche I Term Loans of the Accepting Tranche I Term Lenders pursuant to the Tranche I Term Loan Modification, the Borrower conversion of the Tranche H Term Loans of the Accepting Tranche H Term Lenders pursuant to the Tranche H Term Loan Modification, the obligations of the Tranche I Refinancing Term Lenders to make the Tranche I Refinancing Term Loans and the obligations of the Tranche K Refinancing Term Lenders to make the Tranche K Refinancing Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 15 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Accepting Tranche I Term Lenders, (iv) the Accepting Tranche H Term Lenders, (v) the Tranche I Refinancing Term Lenders, (vi) the Tranche K Refinancing Term Lenders and (vii) Lenders constituting the Required Lenders (in each case, determined as of immediately after the consummation of the transactions set forth in Sections 2, 3 and 4); (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the Tranche I Term Loan Modification and the Tranche H Term Loan Modification, the making of the Revolving Credit Maturity Date, no Default shall have occurred Tranche I Refinancing Term Loans and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for Tranche K Refinancing Term Loans and the pro rata benefit application of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as proceeds thereof, each of the applicable Extension conditions set forth in Section 4.01(b) and Section 4.01(c) of the Amended Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 15 Effective Date” in each place they appear therein, an extension fee (ii) the words “Second Restatement Transactions” in an amount equal to 0.075% of the Revolving Credit Facility in effect on such dateSection 3.11 (including component definitions thereof, it being understood and agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered reference to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse EffectLender Presentation” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 therein shall be deemed to refer to the most recent statements furnished pursuant to subsections (alender presentation delivered in connection with the March 2024 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “March 2024 Transactions”, (b)iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, respectively(iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of Section 6.01the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (Bv) no Default existsthe words “December 31, 2013 and March 31, 2014” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be deemed to be “December 30, 2023”; (vc) upon the reasonable request Agent shall have received a certificate dated as of the Amendment No. 15 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) above; (i) the Agent shall have received a notice of borrowing with respect to the Converted Tranche I Term Loans, the Extended Tranche H Term Loans, the Tranche I Refinancing Term Loans and the Tranche K Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche I Term Loans and the Non-Converted Tranche H Term Loans to be prepaid on the Amendment No. 15 Effective Date in accordance with Section 2.09(b) of the Credit Agreement, including any Lender made accrued and unpaid interest thereon; (e) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the March 2024 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) the Agent shall have received legal opinions, board resolutions and other closing certificates as reasonably requested by the Agent; (g) the Agent shall have received, at least twenty-five days three Business Days prior to the applicable Extension Amendment No. 15 Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent, any Accepting Tranche I Term Lender, Accepting Tranche H Term Lender, Tranche I Refinancing Term Lender or Tranche K Refinancing Term Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 15 Effective Date; and (vih) the Agent shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Tranche I Term Loan Modification, the Tranche H Term Loan Modification and credit facilities contemplated hereby or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 15 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least fifteen days one Business Day prior to the applicable Extension Amendment No. 15 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 15 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the Additional Revolving Credit Maturity Date, Lenders to provide the Borrower Additional Dollar Revolving Credit Commitments shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 9 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Additional Revolving Credit Lenders; (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the Additional Revolving Credit Commitments, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 9 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2021 Incremental Revolving Commitment Transactions” and the parenthetical in Section 3.13(a) of the Credit Maturity Date, no Default Agreement shall have occurred and be continuingdisregarded; (iiic) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Amendment No. 9 Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower with respect to the conditions set forth in paragraph (ib) above; (Ad) certifying the Agent shall have received legal opinions, board resolutions and attaching other closing certificates consistent with those delivered on the resolutions adopted by each Loan Party approving or consenting Amendment No. 8 Effective Date; (e) the Agent shall have received, at least three Business Days prior to such extension or (B) certifying that, as of such Extension the Amendment No. 9 Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any Additional Revolving Credit Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 9 Effective Date; and (vif) the Agent shall have received reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Additional Revolving Credit Commitments or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 9 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least fifteen days one Business Day prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.Amendment No. 9

Conditions Precedent to Effectiveness. As conditions precedent to each extension This Fifth Amendment, Accession and Fee Agreement shall become effective when all of the Revolving Credit Maturity Date, conditions set forth in Section 4(a) shall have been satisfied or waived (the Borrower “Agreement Effective Time”). The Sale Transaction Provisions shall satisfy each of the following requirements for such extension to become effective when all the conditions set forth in Section 4(b) shall have been satisfied or waived and concurrently with the Approved Sale (the “Sale Transactions Effective Time”) and the Amendment Transaction Agreements shall become effective when all the conditions set forth in each caseSection 4(c) shall have been satisfied or waived by the Required Lenders and, as applicable, Administrative Agent (the first “Amendment Transactions Effective Time”; the date on which such conditions precedent are satisfied or waivedthe Agreement Effective Time occurs, the Sale Transactions Effective Time occurs and the Amendment Transactions Effective Time occurs, the “Extension Fifth Amendment Effective Date”): (a) Conditions to Effectiveness of this Fifth Amendment, Accession and Fee Agreement. (i) The Administrative Agent and the Collateral Agent shall have received an Extension Notice within executed counterparts of this Fifth Amendment, Accession and Fee Agreement by each of the period required under Section 2.14(afollowing parties, each of which shall be originals or facsimiles or “pdf” files unless otherwise specified: (A) above;the Borrower, (B) each other Loan Party, (C) the Administrative Agent, (D) the Collateral Agent, (E) the Existing AHG Lenders and (F) Surpique LP. (ii) On The Administrative Agent and/or the Lenders party hereto shall have received each of the following, which shall be effective as set forth therein (as applicable): (A) (x) the Purchase Agreement executed by the buyer and (y) the Escrow Agreement by and among Surpique LP, the Borrower, Farfetch UK Limited and GLAS Americas LLC, dated as of January 29, 2024 (as amended, restated, amended and restated, modified or supplemented, the “Escrow Agreement”); (B) the Tax Paper, which shall be in substantially Agreed Form (as defined in the Transaction Support Agreement) as of the date hereof; (C) the Palm Angels Letter of such Extension Notice and both immediately before and Undertaking; (D) evidence reasonably satisfactory to the Existing AHG Lenders that the Equity Investors have committed to provide under the A&R LPA to Surpique LP each of the following: (x) immediately after giving effect the Sale Transactions Effective Time, the Closing Date Equity Commitments and (y) at any time and from time to such extension of time beginning with the Revolving Credit Maturity date immediately after the Fifth Amendment Effective Date through the date that is one year after the Fifth Amendment Effective Date, no Default shall have occurred additional equity commitments to Surpique LP in an aggregate amount equal to $200,000,000; and (E) the Holdings Subscription Agreement and be continuing;the Parent Subscription Agreement. (iii) The Borrower Approved Sale Term Loan Repurchase Offer (under and as defined in the Credit Agreement) shall have paid been made prior to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason;date hereof. (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective DateAgent, the resolutions delivered to the Administrative Collateral Agent and the Lenders party hereto shall have received all of the following: (A) a copy of the constitutional documents of New Holdings and New Parent; (B) a copy of resolutions of the board of directors (or board of managers or other equivalent body) of each of New Holdings, New Parent, the Borrower and each other Loan Party, each (x) approving the terms of and the transactions contemplated by this Fifth Amendment, Accession and Fee Agreement and the other Loan Documents and resolving that it execute the Loan Documents to which it is a party, including any Collateral Documents delivered in connection with this Fifth Amendment, Accession and Fee Agreement; (y) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (z) authorizing a specified person or persons on its behalf to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; (C) a copy of a resolution of the shareholders of the New Parent, approving the terms of, and the transactions contemplated by, this Fifth Amendment, Accession and Fee Agreement and the other Loan Documents to which it is a party; (D) certificates of customary resolutions or other customary action, incumbency certificates and/or other customary certificates of Responsible Officers of each of the Loan Parties, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Fifth Amendment, Accession and Fee Agreement and/or the other Loan Documents to which such party is a party or is to be a party on the Closing Fifth Amendment Effective Date include approval for an extension (including specimen signatures of each such Responsible Officer) and certifying that the Revolving Credit Maturity Date for a period that is not less than an additional six resolutions referred to in clauses (6B) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six and (6C) months from the First Extended Revolving Credit Maturity Dateabove are true, as applicable, correct and are complete and remain in full force and effect and have not been modified, rescinded or superseded since that the date of adoption guaranteeing and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as securing of the date of the Extension Notice andTerm Loans would not cause any borrowing, both before and after giving effect to such extensionguaranteeing, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” securing or similar language shall limit binding on it to be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Dateexceeded; and (viE) at least fifteen days prior a customary legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in respect of, solely, existence, power and authority, due authorization and no conflicts with governing documents and applicable laws of each U.S. Loan Party to the applicable Extension Effective Dateenter into this Fifth Amendment, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the BorrowerAccession and Fee Agreement.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the Revolving Credit Maturity Date, 2020 Refinancing Term Lenders to make the Borrower 2020 Refinancing Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 7 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2020 Refinancing Term Lenders and (iv) Lenders constituting the Required Lenders (immediately prior to giving effect to the making of the 2020 Refinancing Term Loans and the consummation of the Tranche E Refinancing, the Tranche F Refinancing and the Tranche G Refinancing); (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the making of the Revolving 2020 Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Maturity Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 7 Effective Date” in each place they appear therein, no Default the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall have occurred be deemed to be “2020 Refinancing Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be continuingdisregarded; (iiic) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Amendment No. 7 Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; (d) the Agent shall have received a notice of borrowing with respect to each of (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying thatTranche E Refinancing Term Loans, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that the Tranche F Refinancing Term Loans and (Aiii) the representations Tranche G Refinancing Term Loans in accordance with Section 2.03 and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects2.26(a) on and as of the date of Credit Agreement; (e) the Extension Notice andAgent shall have received a solvency certificate in form and substance reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, both before and on a consolidated basis after giving effect to such extensionthe 2020 Refinancing Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on and as of such Extension the Amendment No. 6 Effective Date; (g) the Agent shall have received, at least three Business Days prior to the Amendment No. 7 Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any 2020 Refinancing Term Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 7 Effective Date; and (vih) the Agent shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the 2020 Refinancing Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 7 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least fifteen days one Business Day prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.Amendment No. 7

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement, the obligations of the 2018 New Term Lenders to make the 2018 New Term Loans, the agreements of the Consenting Revolving Credit Maturity DateLenders under Section 3 hereof, and the Borrower obligations of the Additional Revolving Credit Lenders to provide the Additional Revolving Credit Commitments shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 5 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the 2018 New Term Lenders, (iv) the Consenting Revolving Credit Lenders, (v) the Additional Revolving Credit Lenders and (vi) Lenders constituting the Required Lenders (immediately prior to giving effect to the making of the 2018 New Term Loans and the consummation of the Tranche E Refinancing and the Tranche F Refinancing); (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the Additional Revolving Credit Commitments and the making of the Revolving 2018 New Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Maturity Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 5 Effective Date” in each place they appear therein, no Default the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall have occurred be deemed to be “2018 Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be continuingdisregarded; (iiic) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Amendment No. 5 Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; (d) the Agent shall have received a notice of borrowing with respect to each of (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption New Tranche E Term Loans and (ii) certifying that the New Tranche F Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Credit Agreement; (Ae) the representations Agent shall have received a solvency certificate in form and warranties contained in Article V substance reasonably satisfactory to the Agent to the effect that Holdings and the other Loan Documents are true and correct in all material respects (orits Subsidiaries, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and a consolidated basis after giving effect to such extensionthe 2018 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on and as of such Extension the February 2018 Refinancing Facility Effective Date; (g) the Agent shall have received, at least three Business Days prior to the Amendment No. 5 Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent, any 2017 Refinancing Term Lender or any Additional Revolving Credit Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 5 Effective Date; and (vih) the Agent shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the 2018 New Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 5 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least fifteen days one Business Day prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.Amendment No. 5

Conditions Precedent to Effectiveness. As conditions precedent to each extension 7.1 The satisfaction of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension shall constitute conditions precedent to become the effectiveness of this Agreement and each and every provision hereof, and this Agreement shall be effective (in each case, as of the first date on upon which such conditions precedent are shall be fully and completely satisfied or waived, (such date being the “Extension Forbearance Effective Date”): (ia) The Administrative Agent a copy of this Agreement shall have received an Extension Notice within been originally executed by the period required under Section 2.14(a) aboveBorrower and the Lender; (iib) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid $300,000 by wire transfer of immediately available funds to the Administrative AgentLender to an account designated by the Lender, for the pro rata benefit to be applied to pay a portion of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of accrued interest outstanding under the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reasonSecured Bridge Note; (ivc) The Administrative Agent the Borrower shall have received a certificate paid $95,765.91 by wire transfer of immediately available funds to the Lender to an account designated by the Lender, representing fees and expenses (including attorneys’ fees) reimbursable pursuant to Section 11(u) of the Borrower dated as Secured Bridge Note; (d) ABE Fairmont shall have entered into an amendment of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other CoBank Loan Documents are true and correct in all material respects (orto amend, in the case of Section 5.19among other things, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (aSections 11(A) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b11(B), respectively, of Section 6.01the Master Loan Agreement dated as of November 20, 2006 between Farm Credit Services of America, FLCA and ABE Fairmont (as amended) to provide for (i) a reduction of the minimum working capital amount to $8,000,000 through February 2010, increasing to $9,000,000 effective March 2010 through August 2010, then increasing to $10,000,000 effective September 2010 and thereafter, and (Bii) no Default existsa minimum net worth test of not less than $48,000,000, increasing to $49,000,000 effective March 2010 and further increasing to $50,000,000 effective September 2010 and thereafter, and waiving action for anticipated violation of the current $52,000,000 requirement for April 2009, so long as net worth is not less than $48,000,000, such amendment to be in form and substance satisfactory to the Lender; (ve) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lenderopened the Blocked Account with U.S. Bank, National Association (“U.S. Bank”) and such the Borrower, U.S. Bank and the Lender shall be have entered into the Control Agreement in form and substance reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior satisfactory to the applicable Extension Effective DateLender; and (vif) at least fifteen days prior the Lender shall have received a complete copy of each compliance package, including financial statements, compliance certificates and other deliverables, as applicable, delivered by ABE Fairmont to CoBank as the administrative agent under the CoBank Loan Documents, as of and for ABE Fairmont’s fiscal year ended September 30, 2008, fiscal quarter ended December 31, 2008 and, to the applicable Extension Effective Dateextent previously delivered to CoBank, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliverfiscal quarter ended March 31, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower2009.

Conditions Precedent to Effectiveness. As The effectiveness of this Amendment shall be subject to the satisfaction or waiver by the Refinancing Revolving Lenders, the Refinancing Term Lenders and the 2-10 Acquisition Incremental Term Lenders of the 10 following conditions precedent to each extension of (the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are first satisfied or waived, the “Extension Amendment No. 2 Effective Date”): (ia) The Administrative Agent (or its counsel) shall have received an Extension Notice within counterparts of this Amendment that, when taken together, bear the period required signatures of (i) the Borrower, (ii) the other Loan Parties party hereto, (iii) the Administrative Agent, (iv) each of the Refinancing Revolving Lenders, (v) each of the Issuing Banks under Section 2.14(athe Amended Credit Agreement, (vi) above;each of the Refinancing Term Loan Lenders and (vii) each of the 2-10 Acquisition Incremental Term Loan Lenders. (b) The Borrower shall have, substantially concurrently with the making of the Refinancing Term Loans, paid all principal of, and all accrued and unpaid interest, fees and other amounts, if any, on (i) the Revolving Loans outstanding immediately prior to the effectiveness of this Amendment, if any, (ii) the Swing Line Loans outstanding immediately prior to the effectiveness of this Amendment, if any, and (iii) the Existing Term Loans outstanding immediately prior to the effectiveness of this Amendment. (c) The Administrative Agent (or its counsel) shall have received the following: (i) the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; and (ii) On the date executed legal opinion of such Extension Notice ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, special Wisconsin counsel to the Loan Parties, in form and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid substance reasonably satisfactory to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason;. (ivd) The Administrative Agent (or its counsel) shall have received a certificate of from the Borrower Borrower, dated as of the applicable Extension Amendment No. 2 Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained set forth in Article V and the other Loan Documents Section 6 of this Amendment are true and correct in all material respects (or, or in the case of Section 5.19, all respectsrespects if qualified by materiality) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (Amendment No. 2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower This Amendment shall satisfy not be effective unless and until each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waivedhas been fulfilled to the satisfaction of the Administrative Agent and each of the Lenders party hereto (the date of such fulfillment, the “Extension Second Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered to the Administrative Agent by the Borrower and the Lenders, which constitute Majority Lenders; (b) The Administrative Agent shall have received, for the benefit of the Lenders, payment of all accrued and unpaid interest on the Loans since the most recent Payment Date through and including the Second Amendment Effective Date (in an amount equal to $1,505,257.60 with respect to the Tranche A Term Loans and $20,022.95 for the Tranche B Term Loans), which interest shall be paid “in kind” by adding and capitalizing such amount to the outstanding principal amount of the Tranche A Term Loans or Tranche B Term Loans, as applicable (and the amount so capitalized shall constitute “principal” for all purposes of the Loan Documents from and after the Second Amendment Effective Date); (c) The Borrower shall have paid all costs, fees and expenses of the Administrative Agent and the Lenders, including, without limitation, (x) the fees and out-of-pocket expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as outside counsel to Administrative Agent and the Oaktree Lenders and (y) the fees out-of-pocket expenses of ▇▇▇▇, ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as outside counsel to certain other Lenders; provided that the aggregate amount of such expenses obligated to be paid by the Borrower pursuant to this clause (y) shall not exceed $150,000; (d) The unused portion of the advance payment paid by the Borrower to Sidley Austin LLP shall have been returned to the Borrower (net of $100,000 which may be retained by ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP as an advance payment); (e) The representations and warranties in Section 7 of this Amendment, Section 7 of the Credit Agreement and elsewhere in the Loan Documents shall be true, correct and complete in all material respects (unless such representations are already qualified by reference to materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; provided further that the Specified Default shall be excluded with respect to any representation and warranty; (f) At the time of and after giving effect to this Amendment, no fact or condition exists that could (or could, with the passage of time, the giving of notice, or both) constitute an Event of Default (other than the Specified Default); and (g) The Administrative Agent shall have received a duly executed legal opinion of counsel to the Obligors dated as of the Second Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall have received from each Obligor (x) a copy of a good standing certificate, dated a date reasonably close to the Second Amendment Effective Date, for each such Person and (y) a certificate, dated as of the Second Amendment Effective Date, duly executed and delivered by such Person’s Responsible Officer, as to: 6 (i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions; (ii) the incumbency and signatures of Responsible Officers authorized to execute and deliver each Loan Document to be executed by such Person; and (iii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person cancelling or amending the prior certificate of such Person. (i) The Administrative Agent shall have received an Extension a Borrowing Notice within as required pursuant to Section 2.02 of the period required under Section 2.14(a) above;Credit Agreement. (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (ivj) The Administrative Agent shall have received a certificate of received, in form and substance satisfactory to the Borrower dated Administrative Agent, such other documents, instruments and agreements as of the applicable Extension Effective Date, signed are reasonably requested by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six Lenders. (6k) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded Each Lender holding Tranche B Term Loans or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Tranche B Term Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and Commitments as of the date Second Amendment Effective Date shall have received warrants, substantially in the form attached to the Credit Agreement as Exhibit O, duly executed and delivered by the Borrower, exercisable for the number of shares of common stock of the Extension Notice and, both before and after giving effect to such extension, Borrower set forth on and as of such Extension Effective Date, except (1) Schedule 3 to the extent that Credit Agreement across from such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” ▇▇▇▇▇▇’s name under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowercolumn labelled “Second Amendment Effective Date Warrants”.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the Revolving Credit Maturity Date, Tranche E Term Lenders to make the Borrower Tranche E Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension 2015 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Tranche E Term Lenders; (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the making of the Revolving Tranche E Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Maturity Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “2015 Effective Date” in each place they appear therein, no Default the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall have occurred be deemed to be “2015 Transactions”, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be continuingdisregarded; (iiic) The Borrower shall have paid to the Administrative AgentConsolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages in each case determined as of the applicable Extension 2015 Effective DateDate after giving effect to the 2015 Transactions, an extension fee in an amount equal to 0.075% including the making of the Revolving Credit Facility in effect on such dateTranche E Term Loans and the application of the proceeds thereof, it being agreed that such fee shall be fully earned when paid no greater than 7.25 to 1.00 and shall not be refundable for any reason4.25 to 1.00, respectively; (ivd) The Administrative the Agent shall have received a certificate of the Borrower dated as of the applicable Extension 2015 Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered with respect to the Administrative Agent conditions set forth in paragraphs (b) and (c) above; (e) the Lenders on Acquisition shall have been consummated or shall be consummated substantially concurrently with the Closing Date include approval for an extension making of the Revolving Credit Maturity Date for a period that is not less than an additional six Tranche E Term Loans; (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (Af) the representations Agent shall have received a notice of borrowing in accordance with Section 2.03, Section 2.24(a) and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects2.26(a) on and as of the date of Credit Agreement; (g) the Extension Notice andAgent shall have received a solvency certificate in form and substance reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, both before and on a consolidated basis after giving effect to such extensionthe 2015 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement); (h) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on and as of such Extension the Second Restatement Date; (i) the Agent shall have received, at least one Business Day prior to the 2015 Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any Tranche E Term Lender at least fifteen days three Business Days prior to the applicable Extension 2015 Effective Date; and (vij) the Agent shall have received all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Tranche E Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the 2015 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least fifteen days one Business Day prior to the applicable Extension 2015 Effective Date. The Agent shall notify the Borrower and the Lenders of the 2015 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of This Amendment shall become effective on the Revolving Credit Maturity Date, the Borrower shall satisfy date on which each of the following requirements for such extension to become effective conditions shall have been satisfied (in each case, the first date on which such conditions precedent are satisfied or waivedhave been satisfied, the “Extension Second Amendment Effective Date”): (ia) The Administrative Agent shall have received an Extension Notice within counterparts of this Amendment duly executed by Holdings, the period required under Section 2.14(a) aboveBorrower and the Required Lenders; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (ivb) The Administrative Agent shall have received a certificate (i) copies of resolutions of the board of directors or similar governing body of each of Holdings and the Borrower approving and authorizing the execution, delivery and performance of this Amendment and the Credit Documents as amended thereby, certified as of the Second Amendment Effective Date by its secretary or assistant secretary as being in full force and effect as of such date without modification or amendment and (ii) the written legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, addressed to the Administrative Agent, the Collateral Agent and the Lenders and dated as of the applicable Extension Second Amendment Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying which opinions shall be in form and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered substance reasonably satisfactory to the Administrative Agent and the Lenders on Collateral Agent; (c) Each of ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇ Fargo Securities, LLC (the Closing Date include approval for an extension “Amendment Arrangers”) shall have received all fees, expenses and other amounts that have become due and payable to it, in its capacity as arranger of the Amendment, on or prior to the Second Amendment Effective Date pursuant to the engagement letter dated as of September 22, 2009. (d) The Administrative Agent shall have received, for the account of each Consenting Lender, an amendment consent fee equal to 0.50% of the sum of each such Consenting Lender’s Revolving Credit Maturity Date for Commitment and outstanding Term Loans (with the amount of such Revolving Commitment and outstanding Term Loans being determined on a period that is not less than an additional six pro forma basis giving effect to (6i) months from the Initial reduction of the Total Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain Commitments described in full force and effect and have not been modified, rescinded or superseded since the date Section 2 of adoption this Amendment and (ii) certifying that the 2009 Optional Prepayment); (Ae) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) In addition to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date amendment consent fee set forth in the foregoing preceding clause (1c)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower Administrative Agent shall have provided received, for the account of each Consenting Lender that has a Class B Term Loan Commitment, an amortization deferral fee equal to 1.00% of such Consenting Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date’s Class B Term Loan Commitment; and (vif) at least fifteen days The Administrative Agent shall have received all fees and expenses payable by the Borrower pursuant to Section 10.03(a) of the Credit Agreement (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) for which invoices have been submitted prior to the applicable Extension Second Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The obligations of the Revolving Credit Maturity parties hereto set forth in Sections 1 and 2 hereof shall become effective immediately upon the date (the “First Amendment Effective Date, the Borrower shall satisfy ”) when each of the following requirements for such extension to become effective (in each case, the conditions shall first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):have been satisfied: (ia) The Administrative Successor Agent shall have received duly executed counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) each Guarantor, (iii) the Required Lenders, (iv) Extended Revolving Credit Lenders providing Extended Revolving Credit Commitments in an Extension Notice within aggregate principal amount of not less than $25,000,000, and (v) the period required under Section 2.14(a) aboveExisting Agent; (iib) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default The Successor Agent shall have occurred and be continuingreceived the executed legal opinion of Dechert LLP, counsel to the Loan Parties; (iiic) The Borrower Successor Agent shall have paid to the Administrative Agentreceived, for the pro rata benefit account of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date(i) each Tranche C Term Lender that has executed and delivered a signature page approving this First Amendment, an extension a fee in an amount equal to 0.0750.25% of the outstanding Term Loans of such Lender as of the First Amendment Effective Date, (ii) each Existing Revolving Credit Facility Lender who elects not to be an Extended Revolving Credit Lender but has executed and delivered a signature approving this First Amendment, a fee in effect on an amount equal to 0.25% of such dateLender’s Existing Revolving Credit Commitments and (iii) each Extended Revolving Credit Lender that has executed and delivered a signature page hereto, it being agreed that a fee in an amount equal to 0.25% of such fee shall be fully earned when paid and shall not be refundable for any reasonLender’s Extended Revolving Credit Commitment as of the First Amendment Effective Date; (ivd) The Administrative Agent Borrower shall have received a certificate paid, free and clear of the Borrower dated as of the applicable Extension Effective Dateany recoupment or set-off, signed by a Responsible Officer of the Borrower in immediately available funds (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered all amounts payable to the Administrative Existing Agent as Existing Agent pursuant to the Loan Documents (including reasonable fees and the Lenders on the Closing Date include approval for an extension expenses of the Revolving Credit Maturity Date for a period that is not less than an additional six (6counsel) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying all amounts payable to the Successor Agent as Successor Agent pursuant to the Loan Documents (including reasonable fees and expenses of counsel); (e) [Intentionally Omitted] (f) [Intentionally Omitted] (g) The Successor Agent shall have confirmed in writing that the Existing Agent has completed each of the tasks listed on Schedule 3 hereto; and (Ah) Each of the representations and warranties contained set forth in Article V and the other Loan Documents are Section 5 below shall be true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension First Amendment Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the Revolving Credit Maturity Date, New Tranche G Term Lenders to make the Borrower New Tranche G Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension February 2018 Refinancing Facility Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, and (iii) the New Tranche G Term Lenders; (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the making of the Revolving New Tranche G Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Maturity Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “February 2018 Refinancing Facility Effective Date” in each place they appear therein, no Default the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall have occurred be deemed to be “February 2018 Refinancing Facility Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be continuingdisregarded; (iiic) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension February 2018 Refinancing Facility Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered with respect to the Administrative conditions set forth in paragraph (b) above; (d) the Agent shall have received a notice of borrowing with respect to the New Tranche G Term Loans in accordance with Section 2.03 and the Lenders on the Closing Date include approval for an extension Section 2.26(a) of the Revolving Credit Maturity Date for a period that is not less than an additional six Agreement; (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (Ae) the representations Agent shall have received a solvency certificate in form and warranties contained in Article V substance reasonably satisfactory to the Agent to the effect that Holdings and the other Loan Documents are true and correct in all material respects (orits Subsidiaries, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and a consolidated basis after giving effect to such extensionthe February 2018 Refinancing Facility Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on and as of such Extension the Amendment No. 4 Effective Date; (g) the Agent shall have received, at least three Business Days prior to the February 2018 Refinancing Facility Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any New Tranche G Term Lender at least fifteen days five Business Days prior to the applicable Extension February 2018 Refinancing Facility Effective Date; and (vih) the Agent shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the New Tranche G Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the February 2018 Refinancing Facility Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least fifteen days one Business Day prior to the applicable Extension February 2018 Refinancing Facility Effective Date. The Agent shall notify the Borrower and the Lenders of the February 2018 Refinancing Facility Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of The amendments set forth in clause 2 hereof shall become effective immediately upon the Revolving Credit Maturity date (the “Effective Date, the Borrower shall satisfy ”) when each of the following requirements for such extension conditions shall first have been satisfied: (a) Each of the parties hereto (which shall include the Required Lenders and each Electing Term Lender as provided in clause (b) of this Section 4) shall have executed and delivered this Amendment; (b) All Term B-2 Lenders may elect (the “Electing Term Lenders”) to become effective Term B-4 Lenders and holders of Term B-4 Loans subject to all of the rights, obligations and conditions thereto under the Credit Agreement, as amended hereto, by executing the appropriate signature page in accordance with clause 5 hereof and delivering to the Administrative Agent such signature page (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Term B-4 Loan Notice”) stating the amount of either (i) their Base Rate Loan (as defined under the Credit Agreement) outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Base Rate Loan or (ii) their Eurocurrency Rate Loan (as defined under the Credit Agreement) outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Eurocurrency Rate Loan, as applicable immediately prior to the effectiveness of the Credit Agreement, as amended hereto (the “Proposed Term B-4 Loan Amount”); provided that the aggregate amount of all Term Loans that may be reclassified as Term B-4 Loans in accordance with this clause 4(b) shall not exceed $1,000,000,000 (the “Extended Term Loan Cap”). In the event that the Electing Term Lenders collectively submit Term B-4 Loan Notices prior to the Consent Deadline indicating that the aggregate Proposed Term B-4 Loan Amount would exceed the Extended Term Loan Cap, such Electing Term Lenders shall be deemed to have extended and reclassified their Term B-2 Loans for either Term B-4 Base Rate Loans or Term B-4 Eurocurrency Rate Loans, as applicable, in an amount obtained by multiplying each such Electing Term Lender’s individual Proposed Term B-4 Loan Amount as set forth on such Electing Term Lender’s signature page to this Amendment as of the Consent Deadline (as defined below) by the quotient obtained by dividing the Extended Term Loan Cap by the aggregate Proposed Term B-4 Loan Amount of all Lenders obtained prior to the Consent Deadline, with rounding adjustments with respect to the amount to be allocated to each such Electing Term Lender as the Administrative Agent may determine in its discretion. (c) Each Term Lender executing this Amendment as a “Term B-4 Lender” shall have received, if requested by it, one or more replacement Notes payable to the order of such Term B-4 Lender duly executed by the Borrower in substantially the form of Annex B to Amendment No. 5, as amended hereto, as the case may be, evidencing such Term Lenders’ Term B-4 Loans, as extended; provided that such Term B-4 Lender shall have returned to the Borrower any Note held by it prior to the Effective Date”):. (id) The Borrower shall have paid all reasonable fees and out-of-pocket expenses (including the reasonable legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp) incurred by the Administrative Agent, Deutsche Bank Securities Inc., ▇▇▇▇▇ Fargo Securities, LLC and Banc of America Securities LLC in connection with the preparation, negotiation and execution of this Amendment or otherwise required to be paid in connection with this Amendment, to the extent invoiced at least one Business Day prior to the date hereof. (e) The Administrative Agent shall have received such opinions as may reasonably be requested by it, including an Extension Notice within opinion of Ropes & ▇▇▇▇ LLP, New York counsel to the period required under Section 2.14(aLoan Parties, each dated as of the Effective Date and reasonably satisfactory to the Administrative Agent. (f) aboveThe Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; (iig) On The Administrative Agent shall have received from the date Borrower a consent fee payable in Dollars for the account of each Lender (other than a Defaulting Lender) that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time on August 18, 2009 (the “Consent Deadline” and each such Extension Notice Lender, a “Consenting Lender”) equal to 0.05% of the sum of (x) the aggregate principal amount of Term Loans, if any, held by such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered and both immediately before and immediately after giving effect to such extension (y) the aggregate amount of the Revolving Credit Maturity DateCommitment, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agentif any, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages such Consenting Lender as of the applicable Extension Effective Date, an extension fee in an amount equal Consent Deadline with respect to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason;which a consent was delivered. (ivh) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) Borrower, certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date conditions precedent set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (aSections 4.02(a) and (b) of Section 5.05 the Credit Agreement shall be deemed to refer to have been satisfied on and as of the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent The effectiveness of this Loan Modification Agreement shall be subject to each extension of the Revolving Credit Maturity Date, the Borrower shall satisfy each satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Loan Modification Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Loan Modification Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Accepting Tranche C Term Lenders; (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the transactions contemplated hereby, each of the Revolving conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Maturity Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “the Loan Modification Effective Date” in each place they appear therein, no Default the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall have occurred be deemed to be “transactions contemplated by this Loan Modification Agreement”, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be continuingdisregarded; (iiic) The Borrower the Agent shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages received a certificate dated as of the applicable Extension Loan Modification Effective Date and executed by a Financial Officer of the Borrower with respect to the condition set forth in paragraph (b); (d) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the 2015 Effective Date; and (e) the Agent shall have received (i) for the account of each Accepting Tranche C Term Lender, an extension fee in an amount equal to 0.0750.50% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate aggregate principal amount of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as Extended Tranche C Term Loans of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption Accepting Tranche C Term Lender and (ii) certifying that (A) all fees and reimbursement of all expenses separately agreed in writing by the representations and warranties contained in Article V Borrower and the arranger of the transactions contemplated hereby or by Section 9.03 of the Credit Agreement or by any other Loan Documents are true Document to be reimbursed by the Borrower on the Loan Modification Effective Date in connection with this Loan Modification Agreement and correct in all material respects (or, in the case of Section 5.19, all respects) on transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Loan Modification Effective Date. The Agent shall notify the Borrower and as the Lenders of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Loan Modification Effective Date, except (1) to the extent that and such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language notice shall be true conclusive and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbinding.

Conditions Precedent to Effectiveness. As conditions precedent Notwithstanding any other provisions of this First Amendment Agreement to each extension of the Revolving Credit Maturity Datecontrary, the Borrower amendments described in Sections 1 through 3 of this First Amendment Agreement (collectively, the “Document Amendments”) shall satisfy not become effective until each of the following requirements for such extension to become effective conditions set forth in this Section 4 has been satisfied (in each casecase to the satisfaction of Aegis) or waived in writing by Aegis; provided, for the avoidance of doubt, that upon becoming effective, the first date on which such conditions precedent are satisfied or waivedDocument Amendments shall be deemed effective, with full force and effect, as of the Effective Date: (a) Aegis shall have received this First Amendment Agreement, duly executed and delivered by Eastside and Craft Canning; (b) Aegis shall have received the Debt Satisfaction Agreement, duly executed and delivered by Eastside, the “Extension Effective Date”):Bigger Funds, LDI, TQLA and the SPV, in form and substance satisfactory to Aegis; (c) The transactions contemplated to occur at the closing of the Debt Satisfaction Agreement, including without limitation, the issuance by Eastside to the Bigger-Aegis SPV of 296,722 shares of Common Stock and 200,000 shares of SC Preferred Stock, shall have been consummated; (d) Aegis shall have received the Bigger-Aegis-LD Intercreditor Agreement, duly executed and delivered by Eastside, Craft Canning, Aegis and the Bigger Funds, in form and substance satisfactory to Aegis; (e) Bigger shall have received the A&R Aegis Senior Note, duly executed and delivered by E▇▇▇▇▇▇▇; (f) Aegis shall have received the A&R Note Guaranty, duly executed and delivered by Craft Canning; (g) Eastside and Craft Canning shall have delivered to Aegis copies of the following, in each case certified by a duly authorized officer: (i) The Administrative Agent shall have received an Extension Notice within As to each of Eastside and Craft Canning, resolutions authorizing the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice execution, delivery and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed performance by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes Eastside of this Section 2.14, the representations First Amendment Agreement and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested documents executed by Eastside and/or Craft Canning in connection with applicable “know your customer” and anti-money-laundering rules and regulations, herewith (including, without limitation, the U.S. Patriot ActBigger-Aegis Intercreditor Agreement); and (ii) Certificates of the appropriate government officials of the state of incorporation or organization of each of Eastside and Craft Canning, in as applicable, as to the existence and good standing of Eastside and Craft Canning, each case at least fifteen dated within 30 days prior to the applicable Extension Effective Date; anddate hereof; (vih) at least fifteen days prior Aegis shall have received such other instruments and documents incidental and appropriate to the applicable Extension Effective Datetransactions provided for herein as Aegis or its counsel may reasonably request, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and all such documents shall deliver, be in form and substance satisfactory to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the BorrowerAegis.

Conditions Precedent to Effectiveness. As conditions precedent The effectiveness of this Agreement, the conversion of the Tranche J Term Loans of the Accepting Tranche J Term Lenders pursuant to each the Tranche J Term Loan Modification, the amendment and extension of the Revolving Credit Maturity Date, Tranche I Term Loans of the Borrower Accepting Tranche I Term Lenders pursuant to the Tranche I Term Loan Modification and the obligations of the June 2024 Refinancing Term Lenders to make the June 2024 Refinancing Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 16 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Accepting Tranche J Term Lenders, (iv) the Accepting Tranche I Term Lenders and (v) the June 2024 Refinancing Term Lenders; (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the Tranche J Term Loan Modification and the Tranche I Term Loan Modification, the making of the Revolving Credit Maturity Date, no Default shall have occurred June 2024 Refinancing Term Loans and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit application of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as proceeds thereof, each of the applicable Extension conditions set forth in Section 4.01(b) and Section 4.01(c) of the Amended Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 16 Effective Date” in each place they appear therein, an extension fee (ii) the words “Second Restatement Transactions” in an amount equal to 0.075% of the Revolving Credit Facility in effect on such dateSection 3.11 (including component definitions thereof, it being understood and agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered reference to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse EffectLender Presentation” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 therein shall be deemed to refer to the most recent statements furnished pursuant to subsections (alender presentation delivered in connection with the June 2024 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “June 2024 Transactions”, (b)iii) the words “September 30, respectively2011, 2012 and 2013” set forth in Section 3.04(a)(i) of Section 6.01the Credit Agreement shall be deemed to be “September 30, 2021, 2022 and 2023” and (Biv) no Default existsthe words “December 31, 2013 and March 31, 2014” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be deemed to be “December 30, 2023 and March 31, 2024”; (vc) upon the reasonable request Agent shall have received a certificate dated as of the Amendment No. 16 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clause (b) above; (i) the Agent shall have received a notice of borrowing with respect to the Converted Tranche J Term Loans and the June 2024 Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche J Term Loans to be prepaid on the Amendment No. 16 Effective Date in accordance with Section 2.09(b) of the Credit Agreement, including any Lender made accrued and unpaid interest thereon; (e) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the June 2024 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) the Agent shall have received legal opinions, board resolutions and other closing certificates as reasonably requested by the Agent; (g) the Agent shall have received, at least twenty-five days three Business Days prior to the applicable Extension Amendment No. 16 Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent, any Accepting Tranche J Term Lender, Accepting Tranche I Term Lender or June 2024 Refinancing Term Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 16 Effective Date; and (vih) the Agent shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Tranche J Term Loan Modification, the Tranche I Term Loan Modification, the June 2024 Refinancing Term Loans and credit facilities contemplated hereby or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 16 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least fifteen days one Business Day prior to the applicable Extension Amendment No. 16 Effective Date). The Agent shall notify the Borrower and the Lenders of the Amendment No. 16 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower This Agreement shall satisfy each of the following requirements for such extension to become effective (in each case, on and as of the first date on which such conditions precedent are satisfied or waived, (the “Extension Effective Date”):) on which the following conditions precedent have been satisfied: (ia) The Administrative Agent Altria shall have received an Extension Notice within notified each Lender and JPMCB, as Administrative Agent, in writing as to the period required under Section 2.14(a) above;proposed Effective Date. (iib) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to following statements shall be true and JPMCB, as Administrative Agent, shall have received for the Administrative Agent and account of each Lender a certificate signed by a duly authorized officer of Altria, dated the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Effective Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and stating that: (ii) certifying that (Ai) the representations and warranties contained in Article V and the other Loan Documents Section 4.01 are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except and (ii) no event has occurred and is continuing that constitutes a Default or Event of Default. (c) Prior to or simultaneously with the Effective Date, Altria shall have satisfied all of its obligations under that certain Amended and Restated Credit Agreement relating to a US$3,000,000,000 5-Year Revolving Credit Facility, dated as of August 1, 2018 (as amended by Amendment No. 1, dated as of January 25, 2019, Extension and Amendment No. 2, dated as of August 18, 2021, and Extension and Amendment No. 3, dated as of August 17, 2022), by and among Altria, the lenders party thereto and JPMCB and Citibank, as administrative agents including, without limitation, the payment of all loans, accrued interest and fees thereunder and all commitments thereunder shall have been, or shall substantially contemporaneously be, terminated. (d) JPMCB, as Administrative Agent, shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to JPMCB, as Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of Altria approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (ii) A certificate of the Secretary or an Assistant Secretary of Altria certifying the names and true signatures of the officers of Altria authorized to sign this Agreement and the other documents to be delivered hereunder. (iii) Favorable opinions of counsel (which may be in-house counsel) for Altria, substantially in the form of Exhibits F-1 and F-2 hereto. (iv) An executed Guarantee. (v) Certified copies of the resolutions of the Board of Directors of the Guarantor approving the Guarantee, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the extent Guarantee. (vi) A certificate of the Secretary or an Assistant Secretary of the Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guarantee and the other documents to be delivered in connection therewith. (vii) Favorable opinion of counsel (which may be in-house counsel) for Guarantor, substantially in the form of Exhibit F-3 hereto. (viii) A certificate of the chief financial officer or treasurer of Altria certifying that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier dateDecember 31, 2022 (2A) the aggregate amount of Debt, payment of which is secured by any representation or warranty that is already by its terms qualified as Lien referred to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (biii) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b5.02(a), respectively, of Section 6.01does not exceed $400,000,000, and (B) no Default exists;the aggregate amount of Debt included in clause (A) of this subsection (viii), payment of which is secured by any Lien referred to in clause (iv) of Section 5.02(a), does not exceed $200,000,000. (ve) upon the reasonable request of any This Agreement shall have been executed by Altria and JPMCB and Citibank, as Administrative Agents, and JPMCB, as Administrative Agent, shall have been notified by each Initial Lender made that such Initial Lender has executed this Agreement. (f) (i) JPMCB, as Administrative Agent, shall have received, at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so regarding the Borrower reasonably requested in connection with applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot Act, to the extent requested in each case writing of the Borrower at least fifteen 10 days prior to the applicable Extension Effective Date; and Date and (viii) at least fifteen days prior to the applicable Extension Effective Date, if extent the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, at least five days prior to the Beneficial Ownership Regulation it shall deliverEffective Date, to each any Lender that so requestshas reasonably requested, in a form acceptable written notice to such Lenderthe Borrower at least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the BorrowerBorrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by JPMCB, as Administrative Agent, or any such Lender of its signature page to this Agreement, the respective condition set forth in this Section 3.01(f) shall be deemed to be satisfied). (g) Altria shall have paid all fees required to be paid on or before the Effective Date by Altria in connection with the credit facility established hereby. JPMCB, as Administrative Agent, shall notify Altria and the Initial Lenders of the date that is the Effective Date upon satisfaction of all of the conditions precedent set forth in this Section 3.01. For purposes of determining compliance with the conditions specified in this Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of JPMCB, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that Altria, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.

Conditions Precedent to Effectiveness. As conditions precedent Notwithstanding anything in this Agreement to each extension of the Revolving Credit Maturity Datecontrary, the Borrower this Agreement shall satisfy not become effective until each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are shall have been satisfied or waived, waived in writing by the “Extension Effective Date”):TIFIA Lender: (i) The Administrative Agent Borrower shall have received an Extension Notice within duly executed and delivered to the period required under Section 2.14(a) above;TIFIA Lender this Agreement and the TIFIA Bond, each in form and substance satisfactory to the TIFIA Lender. (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent TIFIA Lender certified, complete, and the Lenders on the Closing Date include approval for an extension fully executed copies of each of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, other TIFIA Loan Documents and are each Indenture Document and remain each such agreement shall be in full force and effect and have not been modifiedin form and substance satisfactory to the TIFIA Lender, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties all conditions contained in Article V and such documents to the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as closing of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except transactions contemplated thereby shall have been fulfilled or effectively waived (1) to the extent provided that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.1413(a)(ii) (Conditions Precedent to Effectiveness), any such waiver shall be subject to the representations and warranties contained TIFIA Lender’s consent in subsections its sole discretion). (aiii) Counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-1) and (b) of Section 5.05 shall be deemed to refer bond counsel to the most recent statements furnished pursuant Borrower shall have rendered to subsections the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (aincluding those opinions set forth on Exhibit H-2). (iv) The Borrower shall have caused the Office of the Attorney General of the State to have rendered to the TIFIA Lender a legal opinion, in form and substance satisfactory to the TIFIA Lender (bincluding those opinions set forth on Exhibit B of the CDOT Direct Agreement), respectively, of Section 6.01, and (B) no Default exists;. (v) upon The Borrower shall have provided a certificate from the reasonable request of any Lender made at least twenty-five days prior Borrower’s Authorized Representative as to the applicable Extension Effective Dateabsence of debarment, suspension or voluntary exclusion from participation in Government contracts, procurement and non- procurement matters substantially in the form attached hereto as Exhibit C with respect to the Borrower and its principals (as defined in 2 C.F.R. § 180.995). (vi) The Borrower shall have provided to such Lenderthe TIFIA Lender satisfactory evidence that the Project has been included in (A) the metropolitan transportation improvement program adopted by the [DRCOG], and such Lender shall be reasonably satisfied with(B) the State transportation plan, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension This Agreement shall become effective as of the Revolving Credit Maturity Date, the Borrower shall satisfy each Effective Date at such time when all of the following requirements conditions are satisfied: (a) All action on the part of each Borrower and each other party necessary for the valid execution, delivery and performance by each Borrower of this Agreement, that certain Ninth Modification to Bridge Loan Agreement dated as of the date hereof, and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent. (b) Borrowers shall have made the $5,000,000.00 Senior Loan principal payment. (c) STAG Investments Holdings III, LLC shall have executed a Consent to this Agreement (signature page following Lender and Borrowers’ signature pages hereto). (d) With respect to the Senior Loan, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have executed a $5,000,000.00 Amended and Restated Guaranty in form acceptable to the Lender effective as of the Effective Date. (e) Borrowers shall have opened the CapEx Escrow Account. (f) The Agent shall have received such extension executed resolutions, secretary’s certificates and certificates of legal existence as the Agent may reasonably specify all in form and substance reasonably satisfactory to become effective the Agent and its counsel. (in each caseg) The Agent shall have received a written legal opinion of the Borrowers’ and Guarantors’ counsel addressed to the Agent and the Lender, covering such matters relating to the Borrowers, Guarantors, the first date on which such conditions precedent are satisfied or waived, Loan Documents and/or the “Extension Effective transactions contemplated thereby as the Agent shall reasonably request. (h) The Borrowers shall have paid an extension fee in the amount of $302,048.00 in respect of the extensions of the Senior Loan Maturity Date and Bridge Loan Maturity Date”):. (i) The Administrative All fees and expenses incurred by the Agent in connection with the preparation and negotiation of this Agreement and related documents (including the reasonable fees and expenses of counsel to the Agent) shall have received an Extension Notice within the period required under Section 2.14(a) above;been paid in full. (iij) On the date No Event of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing;. (iiik) The Borrower Borrowers shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid executed and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an such additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Datedocuments, as applicableinstruments, and are and remain in full force and effect and have not been modified, rescinded or superseded since agreements as the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be Agent may reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerrequest.

Conditions Precedent to Effectiveness. As conditions precedent Notwithstanding any other provisions of this Third Amendment Agreement to each extension the contrary, the amendments to the Purchase Agreement contained in Section 1 of this Third Amendment Agreement and the amendment and restatement of the Revolving Credit Maturity DateBigger Secured Notes, Security Agreement, Bigger Warrants and Bigger Unsecured Notes pursuant to Sections 2, 3, 4, and 5 of this Third Amendment Agreement (collectively, the Borrower “Document Amendments”) shall satisfy not become effective until each of the following requirements for such extension to become effective conditions set forth in this Section 6 has been satisfied (in each casecase to the satisfaction of the Bigger Funds) or waived in writing by the Bigger Funds; provided, for the avoidance of doubt, that upon becoming effective, the first date on which such conditions precedent are satisfied or waivedDocument Amendments shall be deemed effective, with full force and effect, as of the Effective Date: (a) The Bigger Funds shall have received this Third Amendment Agreement, duly executed and delivered by Eastside and the Bigger Funds; (b) The Bigger Funds shall have received the Debt Satisfaction Agreement, duly executed and delivered by Eastside, the “Extension Effective Date”):Bigger Funds, Aegis, LD, TQLA and the Bigger-Aegis-LD SPV, in form and substance satisfactory to the Bigger Funds; (c) The transactions contemplated to occur at the closing of the Debt Satisfaction Agreement, including without limitation, the issuance by Eastside to the Bigger-Aegis-LD SPV of 296,722 shares of Common Stock and 200,000 shares of SC Preferred Stock, shall have been consummated; (d) The Bigger Funds shall have received the Bigger-Aegis Intercreditor Agreement, duly executed and delivered by Eastside, Craft Canning, Aegis and the Bigger Funds, in form and substance satisfactory to the Bigger Funds; (e) B▇▇▇▇▇ shall have received the A&R Second Closing Bigger Secured Note, duly executed and delivered by E▇▇▇▇▇▇▇ and B▇▇▇▇▇; (f) District 2 shall have received the A&R Second Closing District 2 Secured Note, duly executed and delivered by Eastside and District 2; (g) The Bigger Funds shall have received the A&R Security Agreement, duly executed and delivered by Eastside and the Bigger Funds; (h) Bigger shall have received the A&R Bigger Warrant, duly executed and delivered by Eastside and B▇▇▇▇▇; (i) The Administrative Agent District 2 shall have received an Extension Notice within the period required under Section 2.14(a) aboveA&R District 2 Warrant, duly executed and delivered by Eastside and District 2; (iij) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default B▇▇▇▇▇ shall have occurred received the A&R First Bigger Unsecured Note and be continuingthe A&R Second Bigger Unsecured Note, in each case duly executed and delivered by Eastside and Bigger; (iiik) The Borrower District 2 shall have paid to received the Administrative AgentA&R First District 2 Unsecured Note and the A&R Second District 2 Unsecured Note, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid each case duly executed and shall not be refundable for any reasondelivered by Eastside and District 2; (ivl) The Administrative Agent Eastside and Craft Canning shall have received a certificate delivered to the Bigger Funds copies of the Borrower dated as of the applicable Extension Effective Datefollowing, signed in each case certified by a Responsible Officer of the Borrower duly authorized officer: (i) (A) certifying As to each of Eastside and attaching Craft Canning, resolutions authorizing the resolutions adopted execution, delivery and performance by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes Eastside of this Section 2.14, the representations Third Amendment Agreement and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested documents executed by Eastside and/or Craft Canning in connection with applicable “know your customer” and anti-money-laundering rules and regulations, herewith (including, without limitation, the U.S. Patriot ActBigger-Aegis-LD Intercreditor Agreement); and (ii) Certificates of the appropriate government officials of the state of incorporation or organization of each of Eastside and Craft Canning, in as applicable, as to the existence and good standing of Eastside and Craft Canning, each case at least fifteen dated within 30 days prior to the applicable Extension Effective Date; anddate hereof; (vim) at least fifteen days prior The Bigger Funds shall have received such other instruments and documents incidental and appropriate to the applicable Extension Effective Datetransactions provided for herein as the Bigger Funds or their counsel may reasonably request, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and all such documents shall deliver, to each Lender that so requests, be in a form acceptable to such Lender, a Beneficial Ownership Certification in relation and substance satisfactory to the BorrowerBigger Funds.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The obligations of the Revolving Credit Maturity Lenders to make Loans hereunder shall not become effective until the date (the "Closing Date, the Borrower shall satisfy ") on which each of the following requirements conditions is satisfied: (a) Each Lender shall have received the following, in form and substance reasonably satisfactory to such Lender and its special counsel: (i) this Agreement, duly executed by the Borrowers; (ii) each of the following Notes: (1) a Mortgage Note or Notes, each substantially in the form of Exhibit 5.1(a)(ii)(1), payable to such Lender, duly executed by the Borrowers in the aggregate stated amount of such Lender's Non-Mortgage Commitment and in such denomination(s) as may be specified for such extension Lender in Schedule A; and (2) a Non-Mortgage Note or Notes, each substantially in the form of Exhibit 5.1(a)(ii)(2), payable to become effective such Lender, duly executed by the Borrowers in the aggregate stated amount of such Lender's Mortgage Commitment and in such denomination(s) as may be specified for such Lender in Schedule A; (iii) an Assignment of Leases and Rents substantially in the form of Exhibit 5.1(a)(iii) (the "Assignment of Leases and Rents"), duly executed by the NYC Property Operating Subsidiaries; (iv) a Servicing Agreement between the Servicer and the Borrowers, substantially in the form of Exhibit 5.1(a)(iv) (the "Servicing Agreement"), duly executed by the Borrowers; (v) a Mortgage Agreement by the NYC Property Operating Subsidiaries, substantially in the form of Exhibit 5.1(a)(v) (the "NYC Property Mortgage"), duly executed by the NYC Property Operating Subsidiaries; (vi) each of the following Pledge Agreements (collectively, the "Pledge Agreements"): (1) a Pledge Agreement by the Parent in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(1) (the "Parent Pledge Agreement"), duly executed by the Parent; (2) a Pledge Agreement by the Green Intermediate Subsidiary in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(2) (the "Green Pledge Agreement"), duly executed by the Green Intermediate Subsidiary; (3) a Pledge Agreement by the Triboro Intermediate Subsidiary in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(3) (the "Triboro Pledge Agreement"), duly executed by the Triboro Intermediate Subsidiary; and (4) a Pledge Agreement by the Jamaica Intermediate Subsidiary in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vi)(4) (the "Jamaica Pledge Agreement"), duly executed by the Jamaica Intermediate Subsidiary; (1) a Tenant's Estoppel Certificate by the NYC Tenant in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(vii)(1), with respect to each of the NYC Leases (collectively, the "NYC Tenant's Estoppel Certificates"), each duly executed by the NYC Tenant and (2) an Agreement, substantially in the form of Exhibit 5.1(a)(vii)(2), with respect to each of the NYC Leases (collectively the "NYC Side Agreements") duly executed by the NYC Tenant and the applicable NYC Property Operating Subsidiary; (viii) an ISDA Master Agreement, together with a related schedule and a related confirmation, between the Initial LIBOR Cap Counterparty and the Parent, substantially in the form of Exhibit 5.1(a)(viii) (collectively, the "Initial LIBOR Cap Agreement"), duly executed by the Initial LIBOR Cap Counterparty and the Parent, and assigned by the Parent to the LIBOR Cap SPE with the written consent of the Initial LIBOR Cap Counterparty; (ix) a LIBOR Cap Security Agreement by the LIBOR Cap SPE in favor of the Lenders, substantially in the form of Exhibit 5.1(a)(ix) (the "LIBOR Cap Security Agreement"), duly executed by the Parent; (x) an opinion of Ruskin Moscou Faltischek, P.C., counsel to the Borrowers, dated the Closing Date and covering the matters set forth in Exhibit 5.1(a)(x) and such other matters as any Lender may reasonably request; (xi) an opinion of ▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to the Lenders, dated the Closing Date and covering such matters as any Lender may reasonably request; (xii) a report by the Lender Environmental Consultant with respect to each NYC Property; (xiii) such land records, Uniform Commercial Code and other lien, judgment, litigation and tax records search reports with respect to the Original Properties, the Borrowers, their predecessors and other Persons as any Lender may reasonably request; and (xiv) such certificates of officers and other representatives of each Borrower as any Lender may reasonably request. (b) Uniform Commercial Code financing statements against each of the Borrowers and the LIBOR Cap SPE, covering all of the Collateral, shall have been duly filed in the appropriate offices. (c) The Assignment of Leases and Rents and the NYC Property Mortgage shall have been duly recorded in the appropriate land records; and the Lenders shall have received an ALTA mortgagee policy of title insurance (the "Title Policy") issued by First American Title Insurance Company (or another national title insurance company acceptable to the Lenders) in the aggregate face amount of $1,000,000, insuring the NYC Property Mortgage to be, as of the Closing Date, a valid first-priority lien on each NYC Property Operating Subsidiary's respective fee simple interest in the NYC Properties (including any easements appurtenant thereto) subject only to the NYC Property Permitted Liens. The Title Policy shall contain such endorsements as the Lenders may reasonably require. (d) Separate Private Placement Numbers issued by Standard & Poor's CUSIP Service Bureau (in each casecooperation with the SVO) shall have been obtained for the Mortgage Notes and the Non-Mortgage Notes. (e) All fees and other amounts due and payable on the Closing Date pursuant to Section 9.2(a) shall have been paid. (f) Each Lender shall have received evidence satisfactory to it that the shareholder approvals, the first date on which mergers contemplated by the Merger Agreement and the related transactions described in the Proxy Statement as part of the Reorganization shall have been obtained and consummated as described in the Proxy Statement. (g) Each Lender shall have received evidence satisfactory to it that the Debt in favor of Commerce Bank, N.A. described in Schedule 6.1(p) shall have been satisfied in full and the Liens securing such conditions precedent are satisfied Debt shall have been released or waivedwill be released in connection with the closing hereunder. (h) All corporate, limited liability company, partnership and other proceedings in connection with the “Extension Effective Date”):Reorganization and the transactions contemplated by the Loan Documents and all documents and instruments incident to such transactions shall be satisfactory to the Lenders and their special counsel, and each Lender and such special counsel shall have received all such counterpart originals or certified or other copies of such documents as may be requested. (i) The Administrative Agent Borrowers shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect delivered or caused to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Datesuch financial, as applicablebusiness, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation legal and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulationsregarding any Borrower, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior or as to the applicable Extension Effective Date; and (vi) at least fifteen days prior to legality, validity, binding effect or enforceability of the applicable Extension Effective DateLoan Documents, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it any Lender shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerhave reasonably requested.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of This Amendment shall be effective on the Revolving Credit Maturity date (the “Effective Date, ”) upon which the Borrower shall satisfy Administrative Agent receives each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):items: (ia) The Administrative Agent shall have received an Extension Notice within counterparts of this Amendment executed by the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity DateCompany, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reasonRequired Lenders; (ivb) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying Guarantors’ Consent and attaching the resolutions adopted Agreement executed by each Loan Party approving or consenting to such extension or Guarantor; (Bc) certifying that, as of such Extension Effective Date, the resolutions delivered evidence satisfactory to the Administrative Agent and the Lenders that Northstar Parent has acquired the Acquired Subsidiaries from the Sellers in accordance with the Purchase and Sale Agreement and on terms and conditions reasonably satisfactory to the Closing Date include approval for Administrative Agent and the Lenders; (d) an extension agreement executed by CNL Income Northstar, LLC, CNL Income Northstar Commercial, LLC, and CNL Income Northstar TRS Corp., in form and substance satisfactory to the Administrative Agent and the Lenders, consenting to the Northstar Acquisition; (e) the Permitted Acquisition Delivery Requirements, including, without limitation, a written description of the Revolving Credit Maturity Date for a period that is not less than an additional six Northstar Acquisition (6) months from including the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from funding sources, the First Extended Revolving Credit Maturity Date, as applicablePurchase Price, and are calculations demonstrating pro forma compliance with the terms and remain in full force conditions of the Loan Papers after giving effect to the Northstar Acquisition (including compliance with the applicable financial covenants)), and effect a copy of the fully-executed Purchase and have not been modifiedSale Agreement; (f) Officers’ Certificates for the Restricted Companies (i) attaching resolutions authorizing the transactions contemplated hereby, rescinded or superseded since the date of adoption and (ii) certifying that no changes have been made to the Restricted Companies’ respective articles of incorporation or organization, bylaws, or operating agreements since the date such documents were previously provided to the Administrative Agent, as applicable, (iii) listing the names and titles of the Responsible Officers, and (iv) providing specimen signatures for such Responsible Officers; and (g) a certificate signed by a Responsible Officer certifying (i) that as of the Effective Date (A) all of the representations and warranties contained of the Companies in Article V and the other Loan Documents Papers are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties unless they specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already are based on facts which have changed by its terms qualified as to “materiality”, “Material Adverse Effect” transactions contemplated or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in permitted by the foregoing clause (1Credit Agreement)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon or Potential Default exists under the reasonable request Credit Agreement or would result from the execution and delivery of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lenderthis Amendment, and such Lender shall be reasonably satisfied with, (ii) the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, aggregate purchase price of the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the BorrowerNorthstar Acquisition.

Conditions Precedent to Effectiveness. As conditions precedent The effectiveness of this Amendment shall be subject to each extension of the satisfaction or waiver by the New Revolving Credit Maturity DateLenders, the Borrower shall satisfy each New Term B Loan Lender and the New Term A Loan Lenders of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are first satisfied or waived, the “Extension Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) the other Loan Parties party hereto, (iii) the Administrative Agent and Collateral Agent, (iv) each of the New Revolving Lenders, (v) each of the Issuing Banks under the Amended and Restated Agreement, (vi) the New Term B Loan Lender (which, for the avoidance of doubt, together with the New Revolving Lenders, constitute the Required Lenders under the Existing Credit Agreement) and (vii) each of the New Term A Loan Lenders. (b) The Borrower shall have delivered, or shall have caused to be delivered, in accordance with the provisions of the Senior Notes Indenture, a notice of redemption to the holders of the Senior Notes, with the Redemption Date (as defined in the Senior Notes Indenture) to be the Amendment Effective Date. (c) The Borrower shall have, substantially concurrently with the making of the New Term B Loan and New Term A Loans, paid (i) all principal of, and all accrued and unpaid interest, fees and other amounts, if any, on (A) the Revolving Loans outstanding immediately prior to the effectiveness of this Amendment, if any, (B) the Swing Line Loans outstanding immediately prior to the effectiveness of this Amendment, if any, and (C) the Existing Term Loans outstanding immediately prior to the effectiveness of this Amendment and (ii) all principal of, and all accrued and unpaid interest, fees and other amounts, including any make-whole premium, with respect to the Senior Notes. (d) The Administrative Agent (or its counsel) shall have received the following: (i) the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; and (ii) the executed legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, special Wisconsin counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent (or its counsel) shall have received a certificate from the Borrower, dated the Amendment Effective Date, certifying that the representations and warranties set forth in Section 6 of this Amendment are true and correct as of the Amendment Effective Date. (f) The Administrative Agent (or its counsel) shall have received a certificate from each Loan Party, dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments (including a good standing certificate from each Loan Party from its jurisdiction of organization). (g) The Agents, the Lead Arrangers (as defined in the Amended and Restated Credit Agreement) and the Lenders shall have received all fees and expenses required to be paid or delivered by the Borrower to them on or prior to the Amendment Effective Date, including pursuant to (x) the Engagement Letter dated as of May 10, 2021, among the Borrower and the Lead Arrangers, and (y) the fee letters referred to therein. (h) The Administrative Agent (or its counsel) shall have received a certificate of the chief financial officer of the Borrower (or another authorized officer of the Borrower) substantially in the form attached as Exhibit P to the Amended and Restated Credit Agreement, certifying the solvency of the Borrower and its Restricted Subsidiaries on a Consolidated basis after giving effect to the transactions contemplated hereby. (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Datereceived, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five three days prior to the applicable Extension Amendment Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with regarding the Borrower required by applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot Act, to the extent requested in each case writing of the Borrower at least fifteen 10 days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Amendment Effective Date, if and a Beneficial Ownership Certification from the Borrower qualifies as and each other Loan Party, if any, that is a “legal entity customer” under the Beneficial Ownership Regulation it Regulation. (j) The Administrative Agent shall deliverhave received a Borrowing Request with respect to the New Term B Loan, to each Lender that so requeststhe New Term A Loans and Revolving Loans under the New Revolving Facility (if applicable), in a form acceptable to each case as required by the Amended and Restated Credit Agreement. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such Lender, a Beneficial Ownership Certification in relation to the Borrowernotice shall be conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension 2.1 This Amendment shall become effective upon the satisfaction or waiver by the Administrative Agent and Lenders of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied (the date of such satisfaction or waivedwaiver, the “Extension Fourth Amendment Effective Date”): (ia) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension Agent’s receipt of the Revolving Credit Maturity Datefollowing, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit each of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee which shall be fully earned when paid and originals or telecopies (followed promptly by originals) unless otherwise specified, each of which shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed properly executed by a Responsible Officer of the Borrower signing Loan Party, each dated the Fourth Amendment Effective Date and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) (A) certifying and attaching executed counterparts of this Amendment from the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective DateAdministrative Agent, the resolutions delivered Borrowers, the Guarantors, each Lender, in each case sufficient in number for distribution to the Administrative Agent, the Administrative Agent’s counsel and the Company; (ii) a termination of the New Vehicle Floorplan Offset Agreement, executed by the parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders on the Closing Date include approval for an extension New Vehicle Swing Line Lender; and (iii) a termination of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from New Vehicle Automated Sweep Agreement, executed by the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from parties thereto, in form and substance satisfactory to the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V Administrative Agent and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists;New Vehicle Swing Line Lender. (vi) upon Upon the reasonable request of any Lender made at least twenty-five days ten (10) Business Days prior to the applicable Extension Fourth Amendment Effective Date, the each Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days three (3) Business Days prior to the applicable Extension Fourth Amendment Effective Date; and Date and (viii) at least fifteen days three (3) Business Days prior to the applicable Extension Fourth Amendment Effective Date, if the Borrower any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliverhave delivered, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to such Loan Party. (c) The Company shall have paid all reasonable accrued fees, charges and disbursements of counsel to the BorrowerAdministrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Fourth Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent).

Conditions Precedent to Effectiveness. As conditions precedent to each extension This Amendment shall become effective upon the satisfaction of the Revolving Credit Maturity Datecondition set forth in paragraph (a) below; provided that the amendments set forth in Sections 2 through 15, the Borrower authorization set forth in Section 16 and the agreement set forth in Section 19 shall satisfy become effective only upon the satisfaction, on a date (the "Effective Date") on or prior to February 28, 2004, of each of the following requirements for conditions set forth below (and failing such extension satisfaction by such date, such amendments, authorization and agreements shall cease to become effective (in each case, the first date on which such conditions precedent are satisfied be of any further force or waived, the “Extension Effective Date”effect): (ia) The Administrative Agent shall have received an Extension Notice within counterparts hereof duly executed and delivered by the period required under Section 2.14(a) above;Borrower and the Majority Lenders. (iib) On The Administrative Agent shall have received such evidence as it shall reasonably have requested as to the date of such Extension Notice corporate power and both immediately before and immediately after giving effect to such extension authority of the Revolving Borrower to enter into this Amendment and to perform its obligations hereunder and under the Credit Maturity Date, no Default shall have occurred and be continuing;Agreement as amended hereby. (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (ivc) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer an officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period effect that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained set forth in Article V and the other Loan Documents Section 18 are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date Effective Date. (d) The Administrative Agent shall have received the Amendment Fees payable by the Borrower pursuant to Section 19 and all other fees payable to the Arrangers and the Administrative Agent. (e) The Security Documents shall have been amended as necessary to provide that the Liens securing the ABL Facilities Obligations will, insofar as they are applicable to cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to Section 2.04(b) of the Extension Notice andCredit Agreement, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) be subordinate to the extent Liens securing such Letter of Credit reimbursement obligations. (f) The US Term Facility Agreement shall have been amended to require that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2i) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in if proceeds from borrowings under the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished ABL Facilities Agreement pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon commitments becoming effective substantially concurrently with the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective DateDate shall exceed $300,000,000, the Borrower shall have provided prepay loans under the US Term Facility Agreement in an aggregate amount equal to 100% of such Lenderproceeds in excess of $300,000,000, net of the aggregate fees and such Lender shall be reasonably satisfied with, out-of-pocket expenses paid by the documentation and other information so requested Borrower in connection with applicable “know your customer” the borrowings under the ABL Facilities and antithe related bank amendments and (ii) the Borrower shall apply 50% of the Net Cash Proceeds of incurrences or issuances of Senior Subordinated-money-laundering rules and regulations, including, without limitationLien Indebtedness to prepay loans under the US Term Facility Agreement. (g) The US Term Facility Agreement, the U.S. Patriot ActABL Facilities Agreement and the European Facilities Agreement shall have been or shall simultaneously be amended in a manner reasonably satisfactory to the Administrative Agent to permit the incurrence, issuance and sale of Senior Subordinated-Lien Indebtedness and the other transactions contemplated hereby, in each case at least fifteen days prior in a manner substantially corresponding to the applicable Extension Effective Date; and (vi) at least fifteen days prior amendments to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliverCredit Agreement effected hereby, to each Lender the extent applicable. The Administrative Agent shall notify the Lenders when it determines that so requeststhe foregoing conditions have been satisfied and that this Amendment has become fully effective, in a form acceptable to and such Lender, a Beneficial Ownership Certification in relation to notice shall be conclusive and binding upon the BorrowerLenders.

Conditions Precedent to Effectiveness. As conditions precedent Notwithstanding anything in this Agreement to each extension of the Revolving Credit Maturity Datecontrary, the Borrower this Agreement shall satisfy not become effective until each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are shall have been satisfied or waived, waived in writing by the “Extension Effective Date”):▇▇▇▇▇ ▇▇▇▇▇▇: (i) The Administrative Agent Borrower shall have received an Extension Notice within duly executed and delivered to the period required under Section 2.14(a) above;TIFIA Lender this Agreement and the TIFIA Bond, each in form and substance satisfactory to the TIFIA Lender. (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent TIFIA Lender certified, complete, and the Lenders on the Closing Date include approval for an extension fully executed copies of each of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, other TIFIA Loan Documents and are each Indenture Document and remain each such agreement shall be in full force and effect and have not been modifiedin form and substance satisfactory to the TIFIA Lender, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties all conditions contained in Article V and such documents to the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as closing of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except transactions contemplated thereby shall have been fulfilled or effectively waived (1) to the extent provided that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.1412(a)(ii) (Conditions Precedent to Effectiveness), any such waiver shall be subject to the representations and warranties contained TIFIA Lender’s consent in subsections its sole discretion). (aiii) Counsel to the Borrower shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-1) and (b) of Section 5.05 shall be deemed to refer bond counsel to the most recent statements furnished pursuant Borrower shall have rendered to subsections the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (aincluding those opinions set forth on Exhibit H-2). (iv) The Borrower shall have caused the Office of the Attorney General of the State to have rendered to the ▇▇▇▇▇ ▇▇▇▇▇▇ a legal opinion, in form and substance satisfactory to the TIFIA Lender (bincluding those opinions set forth on Exhibit B of the CDOT Direct Agreement), respectively, of Section 6.01, and (B) no Default exists;. (v) upon The Borrower shall have provided a certificate from the reasonable request of any Lender made at least twenty-five days prior Borrower’s Authorized Representative as to the applicable Extension Effective Dateabsence of debarment, suspension or voluntary exclusion from participation in Federal Government contracts, procurement and non-procurement matters substantially in the form attached hereto as Exhibit C with respect to the Borrower and its principals (as defined in 2 CFR § 180.995). The Borrower shall have provided a certificate from CDOT’s Authorized Representative (as defined in the CDOT Direct Agreement) as to the absence of debarment, suspension or voluntary exclusion from participation in Federal Government contracts, procurement and non-procurement matters substantially in the form attached to the CDOT Direct Agreement as Exhibit C with respect to CDOT and its principals (as defined in 2 CFR § 180.995). (vi) The Borrower shall have provided to such Lenderthe TIFIA Lender satisfactory evidence that the Project has been included in (A) the metropolitan transportation improvement program adopted by the DRCOG, and such Lender shall be reasonably satisfied with(B) the State transportation plan, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent (a) This Amendment shall become effective (except as to each extension of Sections 2, 3, 5 and 7 hereof) on the Revolving Credit Maturity Date, the Borrower shall satisfy date on which each of the following requirements for such extension to become effective conditions is satisfied (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension "First Amendment Effective Date”"): (i) The Administrative Agent shall have received an Extension Notice within counterparts hereof duly executed and delivered by the period required under Section 2.14(a) above;Borrower, the Agent and the Required Lenders. (ii) On The Agent shall have received all amounts due hereunder or under the date of such Extension Notice Credit Agreement and both immediately before and immediately after giving effect payable on or prior to such extension of the Revolving Credit Maturity First Amendment Effective Date, no Default shall have occurred including reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be continuing;reimbursed or paid by any Loan Party hereunder or under any Loan Document. (iii) The Borrower Agent shall have paid to received a certificate, dated the Administrative AgentFirst Amendment Effective Date and signed by the President, for the pro rata benefit a Vice President or a Financial Officer of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as Borrower, confirming the accuracy of the applicable Extension Effective Date, an extension fee representations and warranties set forth in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason;Section 4. (iv) The Administrative Agent shall have received a certificate copy of the Supplement to the Guarantee and Collateral Agreement in the form set forth in Exhibit I thereto, executed by Newco 2. (b) Sections 2, 3, 5 and 7 of this Amendment shall become effective on the date on which each of the following conditions is satisfied (the "Pipeline Transactions Effective Date"): (i) The Agent shall have received all amounts due hereunder or under the Credit Agreement and payable on or prior to the Pipeline Transactions Effective Date, including reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any Loan Document. (ii) The Refinancing Facilities Agreement, the Loan Documents (as defined therein) and any other documents or agreements evidencing Indebtedness of the Borrower dated as or any of its Subsidiaries shall have been amended and/or waived in a manner consistent with the amendments effected hereby and satisfactory in all respects to the Agent, and the Agent shall have received copies of the applicable Extension Effective Date, signed executed amendments and waivers certified by a Responsible Officer of the Borrower as true and correct copies thereof. (iiii) The Agent shall have received a copy of a First Amendment to the Lien Subordination and Intercreditor Agreement in the form of Exhibit A hereto, executed by the Collateral Agent and by the collateral agent and each lender under the Refinancing Facilities Agreement (or by an administrative agent or similar representative of such lenders pursuant to an express authorization contained in the Refinancing Facilities Agreement or an amendment thereto). (iv) The Agent shall have received a copy of a Consent and Agreement in the form of Exhibit B hereto, executed by the Agent and by ▇▇▇▇▇. (v) The Agent shall have received a copy of the Subordination Agreement in the form of Exhibit C hereto, executed by Alon USA, LP and the administrative agent party thereto for the Credit Parties defined therein. (vi) The Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇, L.L.P., counsel for the Borrower, dated the Pipeline Transactions Effective Date, (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered addressed to the Administrative Agent and the Lenders on and (B) covering such matters relating to this Amendment, the Closing Loan Documents and the Pipeline Transactions as the Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinion. (vii) The Agent shall have received a certificate, dated the Pipeline Transactions Effective Date include approval for an extension and signed by the President, a Vice President or a Financial Officer of the Revolving Borrower, confirming the accuracy of the representations and warranties set forth in Section 4 and to the effect that the Pipeline Transactions and the application of the proceeds thereof will comply with the terms of the Credit Maturity Date for a period Agreement as amended hereby. (viii) The Agent shall have received evidence satisfactory to the Agent that is not less than an additional six (6i) months from all the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from conditions precedent to the First Extended Revolving Credit Maturity Date, as applicable, effectiveness of the P&T Contracts and are and remain in full force and effect and to the obligations of the parties thereto shall have not been modified, rescinded or superseded since the date of adoption satisfied and (ii) certifying that all PT Consideration shall have been (Aor substantially contemporaneously with the Pipeline Transactions Effective Date shall be) paid in full. The Required Lenders hereby authorize the representations and warranties contained in Article V and Agent to enter into the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date agreements set forth in the foregoing clause subparagraphs (1)b)(iii),(iv) after giving effect to such qualification and (3v) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower6.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of The amendments contained in Article I and Article II shall not be effective until the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for date (such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waiveddate, the “Extension Amendment Effective Date”):) that: (i) The 1. the Administrative Agent shall have received an Extension Notice within copies of this Amendment executed by the period required under Section 2.14(a) above; (ii) On Borrower, the date of such Extension Notice Sponsor and both immediately before each Lender, and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to acknowledged by the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The 2. the Administrative Agent shall have received executed a certificate of Note executed by the Borrower dated as in favor of the applicable Extension Effective Date, signed by each Lender requesting a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existsNote; (v) upon the reasonable request of any Lender made 3. at least twenty-five days (5) Business Days prior to the applicable Extension Amendment Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies qualified as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, and delivered a Beneficial Ownership Certification to the Administrative Agent in relation to the Borrower; 4. the Administrative Agent shall have received favorable opinions of counsel to the Relevant Parties and the Sponsor in relation to this Amendment, addressed to the Administrative Agent and each Secured Party. 5. the Borrower shall have paid (or caused to be paid) (a) to the LC Issuer, for its own account, a nonrefundable upfront fee in an amount equal to $[***], (b) to the Administrative Agent, for the pro rata account of the Delayed Draw Lenders, a nonrefundable amendment fee equal to [***]% of the outstanding principal amount of Delayed Draw Loans of such Delayed Draw Lenders and (c) to the Administrative Agent, for the pro rata account of the Delayed Draw Lenders providing an Upsize Delayed Draw Loan Commitment, a nonrefundable fee equal to [***]% of the aggregate Upsize Delayed Draw Loan Commitments of such Delayed Draw Lenders to be allocated by each such Delayed Draw Lender in its sole discretion; and 6. the Borrower shall have paid all other fees, costs and expenses of the Administrative Agent and the Lenders incurred in connection with the execution and delivery of this Amendment (including third-party fees and out-of-pocket expenses of the Lenders’ counsel and other advisors or consultants retained by the Administrative Agent).

Conditions Precedent to Effectiveness. As conditions precedent to each extension (a) The resignation of the Revolving Credit Maturity DateExisting Administrative Agent and Existing Collateral Agent, the Borrower shall satisfy appointment of the Successor Administrative Agent and Successor Collateral Agent and the other matters contemplated in Article I above and the effectiveness of the amendments set forth in Section 2.1 of this Amendment, including the obligation of each Refinancing Term Lender to make, a New Term Loan, is subject to the satisfaction or waiver of the following requirements for conditions (the date of such extension to become effective (in each case, the first date on which satisfaction or waiver of such conditions precedent are satisfied being referred to herein as the “Fifth Amendment Effective Date” and the time of such satisfaction or waivedwaiver of such conditions being referred to herein as the, the “Extension Fifth Amendment Effective DateTime”): (i1) The the Parent Borrower, the OpCo Borrower, the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent, the Successor Collateral Agent and the Refinancing Term Lenders representing 100% of the New Term Loan Commitments have each delivered a duly executed counterpart of this Amendment to the Administrative Agent; (2) each Guarantor shall have delivered a duly executed counterpart of the acknowledgment and consent attached to this Amendment (the “Acknowledgment”) to the Successor Administrative Agent; (3) the Successor Administrative Agent shall have received an Extension Notice within (A) a certificate from each of the period required under Section 2.14(aBorrowers and each other Loan Party, dated the Fifth Amendment Effective Date, substantially in the form of Exhibit F to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of such Loan Party and (B) abovea good standing certificate (or the equivalent thereof) for each of the Loan Parties from its jurisdiction of formation; (ii4) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Successor Administrative Agent shall have received a certificate certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Parent Borrower dated as of the applicable Extension Fifth Amendment Effective Date, Date signed by a Responsible Officer of the Parent Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent matters set forth in clauses (5) and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six below; (65) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date each of adoption and (ii) certifying that (A) the representations and warranties contained in Article V made by any Loan Party pursuant to the Credit Agreement and the any other Loan Documents are Document to which it is a party shall, except to the extent that they relate to a particular date, be true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, Fifth Amendment Effective Date as if made on and as of such Extension date; (6) no Default or Event of Default shall have occurred and be continuing on the Fifth Amendment Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) Date after giving effect to such qualification the effectiveness hereof; (7) the Parent Borrower shall have delivered to the Successor Administrative Agent and the Lenders an opinion from each of Debevoise & P▇▇▇▇▇▇▇ LLP and R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., in form and substance reasonably satisfactory to the Successor Administrative Agent and dated as of the Fifth Amendment Effective Date; (i) the Successor Administrative Agent shall have received at least three (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days Business Days prior to the applicable Extension Fifth Amendment Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the Date all documentation and other information so that has been requested in connection writing by the Successor Administrative Agent at least five (5) Business Days prior to the Fifth Amendment Effective Date regarding the Loan Parties reasonably requested by the Successor Administrative Agent in order to allow the Successor Administrative Agent to comply with applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in and (ii) with respect to each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower Loan Party or any Subsidiary thereof that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), the Successor Administrative Agent shall have received at least three (3) Business Days prior to the Fifth Amendment Effective Date a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation it in relation to such Loan Party or such Subsidiary. (9) (A) the Borrowers shall deliverhave paid to the Existing Administrative Agent, (x) for the ratable account of each Existing Term Lender, all accrued and unpaid interest in respect of the Existing Term Loans owing to each such Existing Term Lender as of the Fifth Amendment Effective Date and (y) all reasonable and documented out-of-pocket expenses incurred by the Existing Administrative Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and (B) JPMorgan Chase Bank, N.A., as Lead Arranger and the Successor Administrative Agent, shall have received all fees and expenses related to the New Term Loans to the extent due (which may be offset against the proceeds thereof); (10) with respect to the initial New Term Loans, the Successor Administrative Agent shall have received a notice of such Borrowing as required by Subsection 2.3 of the Credit Agreement (or such notice shall have been deemed given in accordance with Subsection 2.3 of the Credit Agreement); and (11) the Successor Administrative Agent and the ABL Agent shall have executed and delivered the Notice of Successor Agent Under Intercreditor Agreement, dated as of the Fifth Amendment Effective Date. The making of New Term Loans by the Refinancing Term Lenders shall conclusively be deemed to constitute an acknowledgment by the Administrative Agent and each Lender that so requests, each of the conditions precedent set forth herein shall have been satisfied in a form acceptable to accordance with its respective terms or shall have been irrevocably waived by such Lender, a Beneficial Ownership Certification in relation to the BorrowerPerson.

Conditions Precedent to Effectiveness. As conditions precedent The effectiveness of this Agreement shall be subject to the satisfaction or waiver by each extension of the Continuing Revolving Credit Maturity Date, the Borrower shall satisfy each Lender and Additional Revolving Credit Lender of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 8 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Continuing Revolving Credit Lenders and (iv) the Additional Revolving Credit Lenders; (iib) On the date of such Extension Notice on and both immediately before and immediately after giving effect to such extension as of the Revolving Credit Maturity Amendment No. 8 Effective Date, no Default each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall have occurred be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 8 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to be “2021 Revolving Facility Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be continuingdisregarded; (iiic) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Amendment No. 8 Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower with respect to the conditions set forth in paragraph (ib) above; (Ad) certifying the Agent shall have received legal opinions, board resolutions and attaching other closing certificates consistent with those delivered on the resolutions adopted by each Loan Party approving or consenting Amendment No. 7 Effective Date; (e) the Agent shall have received, at least three Business Days prior to such extension or (B) certifying that, as of such Extension the Amendment No. 8 Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any Revolving Credit Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 8 Effective Date; and (vif) the Agent shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arranger of the extension of the Revolving Credit Commitments or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 8 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least fifteen days one Business Day prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.Amendment No. 8

Conditions Precedent to Effectiveness. As conditions precedent to each extension of This Agreement will become effective on the Revolving Credit Maturity Date, the Borrower shall satisfy date on which each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):is satisfied: (i) a. The Administrative Agent shall have received an Extension Notice within from each of the period required under Section 2.14(a) aboveBorrower, each Guarantor (as of the 2019 Term Loan Increase Effective Date), and the 2019 Incremental Lender a counterpart of this Agreement signed on behalf of such party; b. The Agent shall have received a legal opinion from (i) Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Borrower and certain of the Guarantors, and (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect local counsel with respect to such extension each of the Revolving Credit Maturity DateGuarantors as to which Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP is unable to opine, no Default shall have occurred in each case in a form and be continuingin substance reasonably satisfactory to the Agent; (iii) c. The Borrower Loan Parties shall have paid (or the Agent shall have received evidence reasonably acceptable to it that the Borrower has paid (pursuant to netting or other reduction arrangements reasonably satisfactory to the Administrative Agent)), in Dollars, in immediately available funds, (i) to the Joint Lead Arrangers, the fees in the amounts previously agreed in writing to be received on the 2019 Term Loan Increase Effective Date; and (ii) to the Joint Lead Arrangers and the Agent all reasonable fees costs and expenses (including, without limitation the reasonable fees, costs and disbursements of (x) Shearman & Sterling LLP, counsel for the 2019 Incremental Lender and the Agent, and (y) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Canadian counsel for the pro rata benefit 2019 Incremental Lender and the Agent) of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of Joint Lead Arrangers and the applicable Extension Agent for which invoices have been presented at least one (1) Business Day prior to the 2019 Term Loan Increase Effective Date; d. The Agent shall have received at least one Business Day prior to the 2019 Term Loan Increase Effective Date, an extension fee in an amount equal all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, that has been requested at least three Business Days prior to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason2019 Term Loan Increase Effective Date; e. The Agent (ivor its counsel) The Administrative Agent shall have received a certificate of the Borrower Borrower, dated as of the applicable Extension 2019 Term Loan Increase Effective Date, signed by a Responsible Officer substantially in the form of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions certificate previously delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicablepursuant to Sections 3.1(d), (e), (f) and (g) to the Credit Agreement, and are and remain with the applicable attachments thereto as described in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the such Sections; f. The representations and warranties contained set forth in Article V Section 4 of the Credit Agreement and the in each other Loan Documents are true Document shall be true, correct and correct complete in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of 2019 Term Loan Increase Effective Date and with the Extension Notice and, both before and after giving same effect to such extension, as though made on and as of such Extension Effective Datedate (including with respect to this Agreement being a “Loan Document”, except (1) and the Credit Agreement as amended hereby); provided, that to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they are true such representations and warranties shall be true, correct and complete in all material respects as of such earlier date; provided, (2) further, that any representation or and warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true true, correct and correct complete in all respects on and as of such date (including the 2019 Term Loan Increase Effective Date or on such earlier date date, as the case may be; g. The certifications set forth in Section 8 above are true and correct; and h. The Agent (or its counsel) shall have received a certificate of the foregoing clause (1)) Borrower, dated as of the 2019 Term Loan Increase Effective Date, certifying that at the time of such borrowing of 2019 Incremental Term Loans and after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Datethereto, the Borrower shall have provided to such Lenderbe in compliance with the Available Increase Amount, and such Lender which certificate shall be reasonably satisfied with, in reasonable detail and shall provide the documentation calculations and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbasis therefor.

Conditions Precedent to Effectiveness. As conditions precedent The effectiveness of this Amendment is subject to each extension the truth and accuracy of the Revolving Credit Maturity Date, warranties and representations set forth in Sections 5 and 6 below and receipt by the Borrower shall satisfy Administrative Agent of each of the following requirements for such extension following, each of which shall be in form and substance satisfactory to become effective Administrative Agent: (in each casea) This Amendment, duly executed and delivered by the Borrower, Holdings, the first date on which such conditions precedent are satisfied or waivedRequired Lenders, the “Extension Effective Date”): (i) The Incremental Lenders and the Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) aboveAgent; (iib) On A pro forma Compliance Certificate dated the date of such Extension Notice and both immediately before and immediately Second Amendment Effective Date, after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuingCommitment Increase contemplated by this Amendment; (iiic) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a A certificate of the Borrower dated as of the applicable Extension Second Amendment Effective Date, Date signed by a Responsible an Authorized Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered before and after giving effect to the Administrative Agent Revolving Commitment Increase and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six amendments contemplated by this Amendment (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (Ai) the representations and warranties contained in Article V Section 7 of the Credit Agreement and the other Loan Credit Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Second Amendment Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall have been true and correct in all material respects as of such earlier date, (2ii) any representation no Default or warranty Event of Default exists before or after giving effect to the amendments contemplated by this Amendment and (iii) all conditions set forth in Section 6.2 of the Credit Agreement are satisfied as of the Second Amendment Effective Date; (d) For the account of each Revolving Lender that is already has requested a Note (or a replacement Note) in respect of such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by its terms qualified this Amendment), a Note evidencing such Lender’s Revolving Commitment (after giving effect to the Revolving Commitment Increase contemplated by this Amendment), duly executed by an Authorized Officer of the Borrower; (e) A Reaffirmation of Obligations Under Credit Documents (the “Reaffirmation”) dated as of the Second Amendment Effective Date duly executed by each Credit Party, in the form of Exhibit I attached hereto; (f) A legal opinion addressed to the Administrative Agent and each of the Lenders from Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A. and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, P.C., counsel to the Credit Parties, which opinions shall be dated the Second Amendment Effective Date and covering such matters relating to the Credit Parties, this Amendment, and the transactions contemplated hereby as the Administrative Agent or the Lenders shall reasonably request; (g) A certificate, dated as of the Second Amendment Effective Date, signed by the Secretary (or Assistant Secretary) of each Credit Party in the form of Exhibit II attached hereto (together with certifications as to “materiality”incumbency and signatures of such officers) with appropriate insertions and deletions, “Material Adverse Effect” together with (i) copies of the articles or similar language shall be true certificate of incorporation, the limited liability company agreement, the partnership agreement, any certificate of designation, the by-laws, or other organizational documents of each such Credit Party (or certifications from the applicable Credit Party that such documents have not been amended or otherwise modified in any way since the date such documents were delivered to the Administrative Agent (A) at the closing of the Credit Agreement or (B) when such Credit Party became a party to the Guarantee and correct Collateral Agreement), (ii) the resolutions, or such other administrative approval, of each such Credit Party referred to in such certificate in respect of the authorization and approval of the transactions contemplated by this Amendment and (iii) in the case of the certificate delivered by the Borrower, a statement that (1) all respects of the applicable conditions set forth in this Section 4 have been satisfied as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (32) for purposes since December 31, 2018, there has not been any change, effect, event, occurrence, state of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall facts or development that has had or could reasonably be deemed expected to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default existshave a Material Adverse Effect; (vh) upon Certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under applicable law, if any, or by any Contractual Obligation of each Credit Party, in connection with the reasonable request execution, delivery, performance, validity and enforceability of this Amendment or any Lender made at least twenty-five days of the transactions contemplated hereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (i) The payment of all fees and other amounts due and payable on or prior to the applicable Extension Effective Dateeffective date of this Amendment, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower shall have provided to such Lenderhereunder or under any other agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.; (j) An Affidavit of Out-Of-State Execution and such Lender shall be reasonably satisfied withDelivery regarding the execution and delivery of the Notes and the other documents contemplated by this Amendment, duly executed by the documentation Borrower and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Datenotarized; and (vik) at least fifteen days Such other documents as the Administrative Agent may reasonably request. To the extent that any notice was required to be delivered or otherwise provided prior to the applicable Extension Second Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation Date pursuant to the Borrowerterms of the Credit Agreement in connection with any of the transactions contemplated by this Amendment, including any notices required pursuant to Section 2.14 and Section 2.16, and such notice was not so provided, the parties hereto waive the requirement of such notice.

Conditions Precedent to Effectiveness. As conditions precedent to each extension This Amendment and the obligation of the Revolving Credit Maturity Date, New Lender to make its Term Loan hereunder shall not become effective until the Borrower shall satisfy date on which each of the following requirements for conditions is satisfied (or waived in accordance with Section 9.02 of the Loan Agreement) (such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waiveddate, the “Extension Increase Effective Date”): (a) Administrative Agent shall have received: (i) a fully executed copy of this Amendment duly executed and delivered by each Borrower, Guarantor, and the New Lender; (ii) a Note, drawn to the order of the New Lender, duly executed and delivered by each Borrower; (iii) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Increase Effective Date) of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrowers and the other Loan Parties in form and substance reasonably acceptable to the Administrative Agent and covering such other matters relating to the Borrowers, the Company, this Amendment or the transactions contemplated hereby as the Administrative Agent shall reasonably request; (iv) a Borrowing Request in accordance with Section 2.03 of the Loan Agreement and written money transfer instructions in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and signed by an officer of each Borrower, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; and (v) a Compliance Certificate substantially in the form of Exhibit E to the Loan Agreement, executed by a Financial Officer of each Borrower, demonstrating compliance with the financial covenants set forth in Section 6.11 on a pro-forma basis as of the Increase Effective Date based on the condensed consolidated financial statements for the fiscal quarter ended June 30, 2017 and after giving effect to the New Lender’s Term Loan hereunder (assuming a borrowing of all amounts intended to be borrowed on the Increase Effective Date and the application of proceeds of such borrowings to the repayment of Indebtedness intended to be repaid therefrom). (b) After giving pro forma effect to the New Lender’s Term Loan Commitments and the making of the New Lender’s Term Loan on the date hereof and the use of proceeds thereof, no Default or Event of Default shall exist. (c) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice all fees and both immediately before other amounts due and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid payable on or prior to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Increase Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such dateincluding, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer invoiced on or before the date hereof, reimbursement or payment of all out of pocket expenses required to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation be reimbursed or warranty that is already paid by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the BorrowerBorrowers hereunder.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower shall satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3z) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective Date; and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of This Amendment shall become effective (the Revolving Credit Maturity “Effective Date, ”) upon the Borrower shall satisfy each satisfaction of the following requirements for such extension to become effective (in each caseconditions precedent: 4.1 the Administrative Agent shall have received counterparts of this Amendment have been executed and delivered on behalf of the Borrower, Administrative Agent and the first date on which such conditions precedent are satisfied or waived, Required Lenders; 4.2 the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within opinion of counsel to the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice Borrower in form and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid substance reasonably acceptable to the Administrative Agent, Agent shall have been delivered to the Administrative Agent for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reasonLenders; (iv) The 4.3 the Administrative Agent shall have received reasonably satisfactory evidence that the Acquisition has been consummated on terms and conditions satisfactory to the Administrative Agent and that the Acquisition Term Loan Facility is, or upon the effectiveness of this Amendment will be, in full force and effect; 4.4 the Administrative Agent shall have received counterparts of the Amended and Restated Collateral Agency and Intercreditor Agreement (as defined in the Credit Agreement as amended by this Amendment) and the Amended and Restated Deposit and Disbursement Agreement (as defined in the Credit Agreement as amended by this Amendment), each of which shall have been executed and delivered on behalf of the each of the parties thereto. 4.5 a certificate of the Borrower Borrower, dated as of the applicable Extension Effective Datedate hereof, signed by a Responsible Officer of the Borrower (i) (A) certifying has been executed and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six certifying, inter alia, (6a) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in copies of resolutions adopted by the case board of Section 5.19, all respects) on and as managers or other appropriate body of the date Borrower authorizing the negotiation, execution and delivery of this Amendment and the performance of the Extension Notice andCredit Agreement as amended hereby and the consummation of the Acquisition and the Acquisition Term Loan Facility, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Actnegotiation, in each case execution, delivery and performance of the related agreements, (b) that all necessary approvals, permits and other similar authorizations necessary for the consummation of the Acquisition and the Acquisition Term Loan Facility have been obtained, including without limitation the receipt of any approvals from the Federal Energy Regulatory Commission, (c) the Cash Flow Coverage Ratio of the Parent Guarantor after giving pro forma effect to the Acquisition and Indebtedness of the Borrower and the applicable Unrestricted Subsidiaries under the Acquisition Term Loan Facility is at least fifteen days prior 1.5 to 1.0, (d) that no Default or Event of Default exists on the applicable Extension Effective Date; date hereof, and (vi) at least fifteen days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement, the conversion of the Revolving Credit Maturity Date, Tranche G Term Loans of the Borrower Accepting Tranche G Term Lenders pursuant to the Tranche G Term Loan Modification and the obligations of the 2022 Refinancing Term Lenders to make the 2022 Refinancing Term Loans shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 10 Effective Date”): (ia) The Administrative the Successor Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agents, (iii) the Accepting Tranche G Term Lenders and (iv) the 2022 Refinancing Term Lenders; (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the Tranche G Term Loan Modification and the making of the Revolving Credit Maturity Date, no Default shall have occurred 2022 Refinancing Term Loans and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit application of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as proceeds thereof, each of the applicable Extension conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that for purposes of the condition set forth in Section 4.01(b), (i) the words “Second Restatement Date” set forth in Section 3.11 (including component definitions thereof) and Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 10 Effective Date” in each place they appear therein, an extension fee (ii) the words “Second Restatement Transactions” in an amount equal to 0.075% of the Revolving Credit Facility in effect on such dateSection 3.11 (including component definitions thereof, it being understood and agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered reference to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse EffectLender Presentation” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 therein shall be deemed to refer to the most recent statements furnished pursuant to subsections (alender presentation delivered in connection with the 2022 Transactions) and Section 3.13(a) of the Credit Agreement shall be deemed to be “2022 Transactions”, (b)iii) the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded, respectively(iv) the words “September 30, 2011, 2012 and 2013” set forth in Section 3.04(a)(i) of Section 6.01the Credit Agreement shall be deemed to be “September 30, 2020, 2021 and 2022” and (Bv) no Default existsthe words “as of and for the fiscal quarters ended December 31, 2013 and March 31, 2014, certified by its chief financial officer” set forth in Section 3.04(a)(ii) of the Credit Agreement shall be replaced with “[reserved]”; (vc) upon the reasonable request Successor Agent shall have received a certificate dated as of any Lender made the Amendment No. 10 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above; (i) the Successor Agent shall have received a notice of borrowing with respect to the Extended Tranche G Term Loans and the 2022 Refinancing Term Loans in accordance with Section 2.03 and Section 2.26(a) of the Amended Credit Agreement and (ii) the Agent shall have received a notice of prepayment with respect to the Non-Converted Tranche G Term Loans to be prepaid on the Amendment No. 10 Effective Date in accordance with Section 2.09(b) of the Credit Agreement; (e) the Successor Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Successor Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the 2022 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement, as modified in the same manner as set forth in clause (b) above); (f) the Successor Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Amendment No. 9 Effective Date; (g) the Successor Agent shall have received, at least twenty-five days three Business Days prior to the applicable Extension Amendment No. 10 Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the all documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Successor Agent, any Accepting Tranche G Term Lender or any 2022 Refinancing Term Lender at least fifteen days five Business Days prior to the applicable Extension Amendment No. 10 Effective Date; and (vih) the Agents and GS, as an arranger of the Tranche G Term Loan Modification and the 2022 Refinancing Term Loans, as applicable, shall have received payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and GS or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 10 Effective Date in connection with this Agreement and the transactions contemplated hereby (in the case of such expenses, to the extent that such expenses were invoiced at least fifteen days one Business Day prior to the applicable Extension Amendment No. 10 Effective Date). The Successor Agent shall notify the Borrower and the Lenders of the Amendment No. 10 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.

Conditions Precedent to Effectiveness. As conditions precedent to each extension of the Revolving Credit Maturity Date, the Borrower This Amendment shall satisfy each of the following requirements for such extension to become effective (in each case, on the first date on which such each of the following conditions precedent are satisfied or waived, (the “Extension Effective Date”): (ia) The the Parent Borrower, the Guarantors and the Administrative Agent shall have each delivered a duly executed counterpart of this Amendment to the Administrative Agent; (b) the Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) aboveIntercreditor Agreement Amendment executed and delivered by Deutsche Bank AG New York Branch, as Note Agent (as defined therein); (iic) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Credit Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date, signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period be satisfied that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and after giving effect to such extension, on and as of such Extension Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date conditions set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (aSubsections 6.2(a) and (b) of Section 5.05 the Credit Agreement are satisfied and shall be deemed to refer to have received from the most recent statements furnished pursuant to subsections (a) and (b), respectively, Parent Borrower a certificate of Section 6.01, and (B) no Default existsa Responsible Officer of the Parent Borrower confirming the same; (vd) upon the reasonable request Administrative Agent shall have received the consent or authorization from the Required Lenders to execute this Amendment on behalf of any Lender made at least twenty-five days prior such Lenders; (e) the Redemption (as defined in the Credit Agreement as amended by this Amendment) shall be consummated; (f) the Senior Secured Notes shall be redeemed, released, defeased or otherwise discharged (or irrevocable notice for redemption thereof shall have been given) and all Liens and guarantees in respect thereof shall be released; (g) the Administrative Agent shall have received (i) evidence, in form and substance reasonably satisfactory to it, that the applicable Extension Effective Date, the Parent Borrower shall have provided to entered into the First Lien Credit Agreement and the Second Lien Credit Agreement and received the net proceeds of any initial borrowings made thereunder on such Lender, date; and such Lender shall be reasonably satisfied with, (ii) complete and correct copies of the documentation First Lien Credit Agreement and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. Patriot Act, in each case at least fifteen days prior to the applicable Extension Effective DateSecond Lien Credit Agreement; and (vih) the Administrative Agent shall have been paid all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment (including the reasonable fees and expenses of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, as counsel to the Administrative Agent) to the extent invoiced at least fifteen days 3 Business Days prior to the applicable Extension Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Effectiveness. As conditions precedent to each extension The effectiveness of this Agreement and the obligations of the Additional Revolving Credit Maturity Date, Lenders to provide the Borrower Additional Revolving Credit Commitments shall satisfy each be subject to the satisfaction or waiver of the following requirements for such extension to become effective conditions precedent (in each case, the first date on which such conditions precedent are so satisfied or waived, the “Extension Amendment No. 6 Effective Date”): (ia) The Administrative the Agent shall have received an Extension Notice within counterparts of this Agreement that, when taken together, bear the period required under Section 2.14(asignatures of (i) abovethe Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Additional Revolving Credit Lenders and (iv) Lenders constituting the Required Revolving Lenders (immediately after giving effect to the effectiveness of the Additional Revolving Credit Commitments); (iib) On at the date time of such Extension Notice and both immediately before and immediately after giving effect to such extension the Additional Revolving Credit Commitments, each of the Revolving conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Maturity Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Amendment No. 6 Effective Date” in each place they appear therein, no Default the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall have occurred be deemed to be “2019 Transactions” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be continuingdisregarded; (iiic) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their Applicable Revolving Credit Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.075% of the Revolving Credit Facility in effect on such date, it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason; (iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Amendment No. 6 Effective Date, signed Date and executed by a Responsible Financial Officer of the Borrower with respect to the conditions set forth in paragraph (b) above and paragraphs (h), (i) and (Al) certifying below; (d) the Agent shall have received a solvency certificate in form and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of such Extension Effective Date, the resolutions delivered substance reasonably satisfactory to the Administrative Agent to the effect that Holdings and the Lenders its Subsidiaries, on the Closing Date include approval for an extension of the Revolving Credit Maturity Date for a period that is not less than an additional six (6) months from the Initial Revolving Credit Maturity Date and/or not less than an additional six (6) months from the First Extended Revolving Credit Maturity Date, as applicable, and are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.19, all respects) on and as of the date of the Extension Notice and, both before and consolidated basis after giving effect to such extensionthe 2019 Transactions, are solvent; (e) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on and as of such Extension the Amendment No. 5 Effective Date; (f) the Agent shall have received, at least three Business Days prior to the Amendment No. 6 Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (v) upon the reasonable request of any Lender made at least twenty-five days prior to the applicable Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the U.S. Patriot USA PATRIOT Act, in each case that has been reasonably requested by the Agent or any Additional Revolving Credit Lender at least fifteen ten days prior to the applicable Extension Amendment No. 6 Effective Date; (g) the Agent shall have received reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Additional Revolving Credit Commitments or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Amendment No. 6 Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Amendment No. 6 Effective Date; (h) the Acquisition shall be consummated substantially simultaneously with the Amendment No. 6 Effective Date in accordance in all material respects with the Merger Agreement, without giving effect to any amendment, waiver or other modification thereof, or consent thereunder, that would be materially adverse to the Additional Revolving Credit Lenders or the arrangers of the Additional Revolving Credit Commitments, unless approved in writing by the Agent, which approval may not be unreasonably withheld or delayed; (i) all amounts due or outstanding in respect of the Company’s existing senior secured credit agreement shall have been (or substantially simultaneously with the Amendment No. 6 Effective Date shall be) paid in full, all commitments in respect thereof terminated and all guarantees thereof and security therefor discharged and released. With respect to the 3.625% senior notes due 2023 issued by TA MFG Limited, such notes shall have been (or within one Business Day of the Amendment No. 6 Effective Date shall be) redeemed, repurchased or otherwise paid in full or the indenture with respect thereto shall have been discharged; (j) the Agent shall have received (a) U.S. GAAP audited consolidated balance sheets and related statements of income, shareholders’ equity and cash flows of each of Holdings and the Company for the 2016, 2017 and 2018 fiscal years and (b) U.S. GAAP unaudited consolidated balance sheets and related statements of income and cash flows of each of Holdings and the Company for each fiscal quarter after the latest fiscal year referred to in clause (a) above ended at least 45 days before the Amendment No. 6 Effective Date; (k) the Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of Holdings, on a consolidated basis, as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to Section 4(j) above, prepared after giving effect to the Acquisition as if the Acquisition had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements); and (vil) at least fifteen days prior to since the applicable Extension date of the Merger Agreement, no Company Material Adverse Effect (as defined in the Merger Agreement as in effect on the date of execution thereof) shall have occurred and be continuing. The Agent shall notify the Borrower and the Lenders of the Amendment No. 6 Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation it and such notice shall deliver, to each Lender that so requests, in a form acceptable to such Lender, a Beneficial Ownership Certification in relation to the Borrowerbe conclusive and binding.