Common use of Conditions to Effectiveness of Amendment Clause in Contracts

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date first Business Day on which each written above (the “First Amendment Effective Date”) upon the satisfaction (or written waiver by Required Lenders) of the following conditions is satisfied:precedent (in each case, subject to Section 15 of this Amendment): (a) The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment this Amendment duly executed and from Additional Tranche B-1 Term Loan delivered by the Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from constituting the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentLoan Parties; (b) The Borrower shall have paid to all Existing Administrative Agent’s and the 2025 Term Loan Lenders on Lenders’ receipt of items (iii), (v) through (x) and (xii), below and the Lenders’ receipt of items (i), (ii), (iii), (iv) and (xii) below, each properly executed by a Responsible Officer of the applicable Loan Party, each dated as of the First Amendment No. 1 Effective Date (or, in the case of certificates of governmental officials, a recent date before the First Amendment Effective Date) and each in form and substance reasonably satisfactory to the Required Lenders and their respective legal counsel: (i) a Warrant (substantially in the form of Exhibit B attached hereto) (each an “Incremental Warrant”) issued to each 2025 Term Loan Lender, simultaneously with the making duly executed and delivered by an Authorized Officer of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective DateHoldings; (cii) The Administrative Agent shall have received a Note executed by the executed legal opinion Borrower in favor of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel each 2025 Term Loan Lender requesting a Note in the amount of such 2025 Term Loan Lender’s Commitment with respect to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct 2025 Term Loans being made by such counsel to deliver such legal opinion2025 Term Loan Lender; (diii) The Borrower shall have paid a Secretary’s certificate for each Loan Party certifying as to (iA) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of this Amendment No. 1 Arrangers and all Loan Documents to which such Loan Party is a party executed in connection herewith, and (C) incumbency of officers (including specimen signatures) evidencing the fees identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the amounts previously agreed other Loan Documents to which such Loan Party is a party executed in writing connection herewith; (iv) certification from any applicable Governmental Authority as the Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be received on the Amendment No. 1 Effective Date so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (iiv) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each 2025 Term Loan Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the validity against each such Loan Party of this Amendment and Loan Documents to which it is a party executed in connection herewith, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (vii) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Incremental Warrants; (viii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Section 3(b) have been satisfied and (B) as to the matters described in Section 3(f); (ix) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into the Loan Documents executed in connection with this Amendment and the consummation of all of the transactions set forth in this Amendment, (A) the Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (x) a Borrowing Request with respect to the 2025 Term Loans; (xi) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the transactions set forth in this Amendment; and (xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (i) So long as requested by any 2025 Term Loan Lender at least five days prior to the First Amendment Effective Date, the Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any 2025 Term Loan Lender at least ten days prior to the First Amendment Effective Date, the Borrower shall have provided to the Administrative Agent and each requesting 2025 Term Loan Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (d) [Reserved]. (e) The Borrower shall have paid the Amendment Fee in-kind to each Lender party hereto in accordance with Section 2(b) of this Amendment. (f) Any fees required to be paid on or before the First Amendment Effective Date (including, for the avoidance of doubt, the Amendment Fee) shall have been, or concurrently with the satisfaction of the requirements in this Section 3, will be, paid. (g) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the 2025 Term Loan Lenders to the extent invoiced prior to or on the First Amendment No. 1 Arrangers) Effective Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through such date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent for and the 2025 Term Loan Lenders, respectively). (h) [Subject to Section 15 of this Amendment, the] representations and warranties of the Loan Parties contained in Article VI of the Amended Credit Agreement or any other Loan Document, or which invoices have been presented prior are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the First Amendment Effective Date, except to the Amendment No. 1 Effective Date;extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (ei) At the time of and immediately after giving effect to the Amendment no No Default or Event of Default shall have occurred and be continuing; and, or would result from the extension of the 2025 Term Loans or from the application of the proceeds thereof. (fj) The Borrower shall have paid all fees, charges and disbursements of the Administrative Agent (or its including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower pursuant to the terms of the Amended Credit Agreement; (k) The Borrower shall have received paid all fees, charges and disbursements of Coliseum (Aincluding fees, charges and disbursements of Debevoise & ▇▇▇▇▇▇▇▇ LLP, as advisors to Coliseum) a certificate of each of (x) Holdings and required to be reimbursed or paid by the BorrowerBorrower pursuant to that certain Structuring Work Fee Letter, dated as of the Closing Datedate hereof, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and between the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyColiseum.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of date (the “Amendment No. 6 Effective Date”) that the following conditions is have been satisfied: (a) The Administrative the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (ib) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either Agent shall have received (x) a counterpart of this Amendment signed on behalf of such party Amendment, executed and delivered by any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender and (y) written evidence satisfactory Consents from Lenders constituting the Required Lenders, provided that any Additional 2017-1 Term B-4 Lender, Additional 2017-1 Term B-5 Lender or Additional 2017-1 Term B-6 Lender shall be deemed to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of have consented to this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by any Additional 2017-1 Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, special California, Illinois, Massachusetts, and Texas counsel to the Credit Loan Parties. The Borrower, in each case addressed to the other Credit Parties Agent and the Administrative Agent hereby instruct such counsel to deliver such legal opinionTerm Lenders; (dg) The the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 6 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 6 Effective Date or, if applicable, that no modifications have been made to such documents since December 23, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 6 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 6 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) the Parent Borrower shall have paid (ior have caused to be paid), (a) to the Amendment No. 1 6 (2017-1) Arrangers the (as defined herein) in immediately available funds, all fees in the amounts previously agreed in writing owing to be received on the Amendment No. 1 Effective Date 6 (2017-1) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 6 (2017-1) Arrangers and (iib) to the Administrative Agent extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 6 (2017-1) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (j) subject to subsection (h) above, counsel the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Administrative Agent and are being tendered concurrently with the Amendment No. 1 Arrangers) of 6 Effective Date or other arrangements satisfactory to the Administrative Agent for which invoices the delivery of such termination statements and releases, satisfactions and discharges have been presented made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 1 6 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 6 Effective Date; (eo) At the time a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and immediately after giving effect to the Amendment no Default or Event extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of Default shall have occurred flood insurance as required by Section 9.4 of the Term Loan Agreement and be continuingthe applicable provisions of the Collateral Documents; and (fp) The Administrative the Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and received, prior to or substantially concurrently with the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance effectiveness of this Amendment (and any agreements relating thereto) to which it is Amendment, a party and the performance prepayment of the obligations under the Amended Credit Agreement and (II) 2016-2 Term B-4 Loans in the case an aggregate principal amount of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party$250,000,000.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Existing Term Loan Cashless Option Tranche B-2 Lender with a Tranche B-1 Term Loan Commitment and (II) from Additional Tranche B-1 B-3 Term Loan Lenders having Additional Tranche B-1 B-3 Term Loan Commitments equal in principal amount to the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-2 Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, and (iii) from the Required Lenders and (iv) from the Borrower and each GuarantorHoldings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-2 Lenders, a Consent to Amendment No. 4) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 4 Effective Date, simultaneously with the making (or deemed making) of Tranche B-1 B-3 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 4 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 4 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 4 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 4 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 4 Effective Date; (e) At the time of The representations and immediately after giving effect to the Amendment no Default or Event of Default warranties set forth in Section 2 above shall have occurred be true and be continuing; andcorrect; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (xw) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (yx) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower and Borrower, (zy) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 4 Effective Date or a recent date prior thereto; and (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-3 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of date (the “Amendment No. 1 Effective Date”) that the following conditions is have been satisfied: (a) The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) The Borrower Agent shall have paid to all Existing received a counterpart of this Amendment, executed and delivered by the Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective DateB-5 Lender; (c) The Administrative Agent shall have received the executed a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, (C) from ▇▇▇▇▇▇ PLC, Michigan counsel to the Loan Parties, (D) from Ice ▇▇▇▇▇▇, LLP, Indiana counsel to the Loan Parties, (E) from ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Maine counsel to the Loan Parties, and (F) from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special Ohio counsel to the Credit Loan Parties. The Borrower, in each case addressed to the other Credit Parties Agent and the Administrative Agent hereby instruct such counsel to deliver such legal opinionTerm B-5 Lenders; (d) The Borrower Agent shall have paid received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 1 Arrangers Effective Date and certifying (A) that attached thereto is a true and complete copy of the fees by-laws or operating (or limited liability company) agreement of such Loan Party as in the amounts previously agreed in writing to be received effect on the Amendment No. 1 Effective Date or, if applicable, that no modifications have been made to such documents since January 30, 2015 or November 23, 2015, as applicable, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing the Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (e) Agent shall have received a certificate of an authorized officer of the Administrative Agent Parent Borrower dated the Amendment No. 1 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (f) The Parent Borrower shall have paid (or have caused to be paid), (a) to the Amendment No. 1 Arrangers (as defined below) in immediately available funds, all fees owing to the Amendment No. 1 Arrangers in connection with arranging Amendment No. 1 as separately agreed to in writing by New Holdings (as defined below) and the Amendment No. 1 Arrangers and (b) to the extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 1 Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (i) Subject to subsection (e) above, counsel for the Administrative Agent conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing and (ii) after giving effect to the establishment of the Term B-5 Loans, and the borrowings thereunder, on the Amendment No. 1 Arrangers) Effective Date, the Borrowers shall be in compliance with Section 2.8 of the Administrative Term Loan Agreement; (h) Agent shall have received a solvency certificate signed by the Chief Financial Officer of New Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (i) Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 1 Effective Date or other arrangements satisfactory to the Agent for which invoices the delivery of such termination statements and releases, satisfactions and discharges have been presented made; (j) Agent shall have received a Committed Loan Notice for the Term B-5 Loans; (k) Agent shall have received, at least five (5) Business Days prior to the Amendment No. 1 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment No. 1 Effective Date; (el) At Refinancing shall have been consummated with the time of proceeds from the Term B-5 Loans and immediately after giving effect Agent shall have received a payoff letter from the agent for the lenders under the NAI Credit Agreement, reasonably satisfactory in form and substance to the Amendment no Default Agent evidencing that, upon receipt of any payments specified therein, the NAI Credit Agreement has been or Event of Default shall concurrently with the Effective Date is being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the NAI Credit Agreement have occurred and be continuingbeen or concurrently with the Effective Date are being released; and (fm) The Administrative Agent (or its counsel) shall have received reasonable evidence of both (Ai) a certificate the merger of each of Albertson’s Holdings LLC with and into Albertsons Companies, LLC (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B“New Holdings”) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (Iii) the execution, delivery, merger of NAI Holdings LLC with and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyinto New Holdings.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of date (the “Amendment No. 5 Effective Date”) that the following conditions is have been satisfied: (a) The Administrative the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (ib) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either Agent shall have received (x) a counterpart of this Amendment signed on behalf of such party or Amendment, executed and delivered by the (i) 2016-2 Additional Term B-4 Lender, (ii) 2016-2 Additional Term B-5 Lender and (iii) 2016-1 Additional Term B-6 Lender and (y) written evidence satisfactory Consents from Lenders constituting the Required Lenders, provided that the 2016-2 Additional Term B-4 Lender, the 2016-2 Additional Term B-5 Lender and the 2016-1 Additional Term B-6 Lender shall be deemed to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of have consented to this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative the Agent shall have received an executed Joinder entered into by the 2016-1 Additional Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (d) the Agent shall have received an executed Joinder entered into by the 2016-2 Additional Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (e) the Agent shall have received an executed Joinder entered into by the 2016-2 Additional Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Agent; (f) the Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & LLP, counsel to the Loan Parties and (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, special California, Illinois, Massachusetts, and Texas counsel to the Credit Loan Parties. The Borrower, in each case addressed to the other Credit Parties Agent and the Administrative Agent hereby instruct such counsel to deliver such legal opinionTerm Lenders; (dg) the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 5 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 5 Effective Date or, if applicable, that no modifications have been made to such documents since, with respect to (aa) the subsidiaries of Albertsons Companies, LLC that are Subsidiary Guarantors and Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, January 30, 2015, (bb) Albertsons Companies, LLC, December 21, 2015, (cc) New ▇▇▇▇▇▇▇▇▇’▇, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC, Giant of Salisbury, Inc. and Collington Services LLC), December 21, 2015, (dd) ASP Realty, LLC, January 28, 2016 and (ee) Giant of Salisbury, Inc. and Collington Services LLC, November 16, 2016 (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 5 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 5 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) The Parent Borrower shall have paid (ior have caused to be paid), (a) to the Amendment No. 1 5 (2016-2) Arrangers the (as defined herein) in immediately available funds, all fees in the amounts previously agreed in writing owing to be received on the Amendment No. 1 Effective Date 5 (2016-2) Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 5 (2016-2) Arrangers and (iib) to the Administrative Agent extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 5 (2016-2) Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (i) Subject to subsection (h) above, counsel the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing; (k) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Administrative Agent and are being tendered concurrently with the Amendment No. 1 Arrangers) of 5 Effective Date or other arrangements satisfactory to the Administrative Agent for which invoices the delivery of such termination statements and releases, satisfactions and discharges have been presented made; (m) the Agent shall have received a Committed Loan Notice for the Term Loans; (n) the Agent shall have received, at least five (5) Business Days prior to the Amendment No. 1 5 Effective Date; (e) At , all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the time of and immediately after giving effect PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment no Default or Event of Default shall have occurred and be continuingNo. 5 Effective Date; and (f) The Administrative Agent (or its counsel) shall have received (Ao) a certificate completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of (x) Holdings flood insurance as required by Section 9.4 of the Term Loan Agreement and the Borrower, dated as applicable provisions of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyCollateral Documents.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of date (the “Amendment No. 4 Effective Date”) that the following conditions is have been satisfied: (a) The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; (b) The Borrower Agent shall have paid to all Existing received a counterpart of this Amendment, executed and delivered by the (i) Additional Term Loan B-4 Lender, (ii) Additional Term B-5 Lender, (iii) Additional Term B-6 Lender and (iv) Consents from Lenders on constituting the Amendment No. 1 Effective DateRequired Lenders, simultaneously with provided that the making of Tranche B-1 Additional Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not includingB-4 Lender, the Amendment No. 1 Effective DateAdditional Term B-5 Lender and the Additional Term B-6 Lender shall be deemed to have consented to this Amendment; (c) The Administrative Agent shall have received an executed Joinder entered into by the Additional Term B-6 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (d) Agent shall have received an executed Joinder entered into by the Additional Term B-5 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (e) Agent shall have received an executed Joinder entered into by the Additional Term B-4 Lender, Holdings and the Borrowers, and acknowledged by the Administrative Agent; (f) Agent shall have received a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (A) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, (B) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, California, Illinois, Massachusetts, and Texas counsel to the Loan Parties, (C) from ▇▇▇▇▇▇ PLC, Michigan counsel to the Loan Parties, (D) from Ice ▇▇▇▇▇▇, LLP, Indiana counsel to the Loan Parties, (E) from ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Maine counsel to the Loan Parties, and (F) from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special Ohio counsel to the Credit Loan Parties. The Borrower, in each case addressed to the other Credit Parties Agent and the Administrative Agent hereby instruct such counsel to deliver such legal opinionTerm Lenders; (dg) Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 4 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 4 Effective Date or, if applicable, that no modifications have been made to such documents since, with respect to (aa) the subsidiaries of Albertsons Companies, LLC that are Subsidiary Guarantors, Safeway Inc. and the subsidiaries of Safeway Inc. that are Subsidiary Guarantors, January 30, 2015, (bb) Albertsons Companies, LLC, December 21, 2015, (cc) New ▇▇▇▇▇▇▇▇▇’▇, Inc. and its subsidiaries that are Subsidiary Guarantors (other than ASP Realty, LLC), December 21, 2015 and (dd) ASP Realty, LLC, January 28, 2016, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (h) Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 4 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 4 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that each reference to the Term Loan Agreement therein shall be deemed to be a reference to the Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect; (i) The Parent Borrower shall have paid (ior have caused to be paid), (a) to the Amendment No. 1 4 Arrangers the in immediately available funds, all fees in the amounts previously agreed in writing owing to be received on the Amendment No. 1 Effective Date 4 Arrangers in connection with arranging Term Loans as separately agreed to in writing by Holdings and the Amendment No. 4 Arrangers, (iib) to the Administrative Agent extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 4 Arrangers and the Agent in connection with this Amendment and the transaction contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP), counsel (c) to the Administrative Agent, for the account of each Term B-6 Lender, a closing fee of 0.25% of such Lender’s Term B-6 Loans, (d) to the Administrative Agent Agent, for the account of each Replacement Term B-5 Lender, a closing fee of 0.25% of such Lender’s Replacement Term B-5 Loans and (e) to the Administrative Agent, for the account of each Replacement Term B-4 Lender, a closing fee of 0.25% of such Lender’s Replacement Term B-4 Loans; (i) Subject to subsection (h) above, the conditions precedent set forth in Section 4.2 of the Term Loan Agreement shall have been satisfied both before and after giving effect to the Borrowing and (ii) after giving effect to the establishment of the Term B-6 Loans, and the borrowings thereunder, on the Amendment No. 1 Arrangers) 4 Effective Date, the Borrowers shall be in compliance with Section 2.8 of the Administrative Term Loan Agreement; (k) Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Term Loan Agreement; (l) Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Liens and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with the Amendment No. 4 Effective Date or other arrangements satisfactory to the Agent for which invoices the delivery of such termination statements and releases, satisfactions and discharges have been presented made; (m) Agent shall have received a Committed Loan Notice for the Term Loans; (n) Agent shall have received, at least five (5) Business Days prior to the Amendment No. 1 4 Effective Date; (e) At , all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the time of and immediately after giving effect PATRIOT Act, that has been reasonably requested by the Lenders at least 10 days prior to the Amendment no Default or Event of Default shall have occurred and be continuingNo. 4 Effective Date; and (f) The Administrative Agent (or its counsel) shall have received (Ao) a certificate completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of (x) Holdings flood insurance as required by Section 9.4 of the Term Loan Agreement and the Borrower, dated as applicable provisions of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyCollateral Documents.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject solely to the first Business Day on which satisfaction or waiver of each of the following conditions is satisfied:(the “Amendment No. 11 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 11 Effective Date”): (a) The Administrative Agent shall have received (i) from each Existing Tranche B-4 Term Loan Lender with a Tranche B-1 B-7 Term Loan Commitment and from Additional Tranche B-1 B-7 Term Loan Lenders having Additional Tranche B-1 B-7 Term Loan Commitments equal in principal amount to the amount of (x) Existing Tranche B-4 Term Loans held by Non-Consenting Existing Tranche B-4 Term Loan Lenders and Post-Closing Option LendersTranche B-7 Lenders and (y) Repaid Tranche B-6 Term Loans, (ii) from the Administrative Agent, and (iii) from the Required Lenders and (iv) from the Borrower Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-7 Lender or Post-Closing Option Tranche B-7 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Tranche B-4 Term Loan Lenders on the Amendment No. 1 11 Effective Date, simultaneously substantially concurrently with the making of Tranche B-1 B-7 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-4 Term Loans to, but not including, the Amendment No. 1 11 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The BorrowerBorrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinionopinions; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 1 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 11 Effective Date Date, and (ii) the Administrative Agent and the Amendment No. 11 Arrangers, as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 11 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 11 Effective Date (including, without limitation limitation, the reasonable fees, charges and disbursements documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of 11 Arrangers and the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Datewith respect thereto); (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Amendment No. 11 Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) ), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a partyparty or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 11 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (f) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-7 Term Loans; (g) At the time of and immediately after giving effect to the Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing; and (h) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property and, if the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto and (ii) evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 11 Effective Date. Each Additional Tranche B-7 Term Loan Lender party hereto and each Cashless Option Tranche B-7 Lender and Post-Closing Option Tranche B-7 Lender by delivering its signature page to this Amendment or a Consent to Eleventh Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 11 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in this Section 3. The Administrative Agent shall notify the Lenders of the Amendment No. 11 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders and all of the other parties to the Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-7 Lender and Post-Closing Option Tranche B-7 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 11 Effective Date is May 31, 2024.

Conditions to Effectiveness of Amendment. This Section 3 of this Amendment shall become effective on as of the first Business Day date (the “First Amendment Effective Date”) on which each of the following conditions is satisfiedhave been satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received (i) from a duly executed and completed counterpart hereof that bears the signature of the Borrower and each Existing Term other Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option LendersParty, (ii) from a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent, Agent and (iii) from a duly executed and completed counterpart hereof that bears the Required signature of each of the Lenders, the Supplemental Term Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentIssuing Bank; (b) The Borrower Administrative Agent shall have paid to all Existing Term received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective DateParty; (c) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the extent invoiced no later than three Business Days prior to the First Amendment Effective Date) in connection with this Amendment and the other transactions contemplated hereby in accordance with Section 9.03 of the Credit Agreement, (ii) on behalf of itself, BMO Capital Markets Corp., as lead arranger, and each Lender consenting to this Amendment, the fees owed to it, BMO Capital Markets Corp. and/or such Lender pursuant to that certain mandate letter, dated as of August 24, 2018, between the Borrower and BMO Capital Markets Corp. and (iii) on behalf of each Lender, all accrued interest on outstanding Loans on the First Amendment Effective Date and, if such Lender is a Revolving Lender, all commitment fees and participation fees payable under Section 2.12 of the Credit Agreement, whether or not any such amounts are then due and payable; (d) No Event of Default or Default shall have occurred and be continuing both before and after giving effect to the transactions contemplated by this Amendment, including the funding of the Supplemental Term Loans; (e) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any other Loans or other extensions of credit to be made to the Borrower on the First Amendment Effective Date, the representations and warranties set forth in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and as of the First Amendment Effective Date (except to the extent such representation and warranty speaks to an earlier date, in which case such representation and warranty is true and correct in all material respects (or, to the extent such representations and warranties are qualified by materiality, in all respects) on and as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date both before and after giving effect to this Amendment, to the Supplemental Revolving Commitments, to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and to any other Loans or extensions of credit to be made to the Borrower on the First Amendment Effective Date; (f) The Administrative Agent shall have received a certificate of each Loan Party, dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching a copy of (i) each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing this Amendment, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the Loan Documents to which it is a party, in each case, certified as of the First Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, as applicable; (g) The Administrative Agent shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of Holdings certifying the solvency, after giving effect to this Amendment and assuming the Supplemental Term Loans have been fully funded on the First Amendment Effective Date, of Holdings and its Subsidiaries on a consolidated basis in substantially the form of Exhibit E to the Amended Credit Agreement; (h) The Administrative Agent shall have received the executed legal opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the First Amendment Effective Date) of ▇▇▇(i) ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Loan Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇, LLP, Georgia counsel for to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (i) The Administrative Agent shall have received at least two (2) Business Days prior to the First Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the First Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, including the USA PATRIOT Act and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of other “know your customer” rules and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuingregulations; and (fj) The Administrative Agent After giving effect to this Amendment, to the Supplemental Revolving Commitments and to the Supplemental Term Loans (assuming such Supplemental Term Loans have been fully funded on the First Amendment Effective Date) and any other Loans or its counsel) shall have received (A) a certificate of each of (x) Holdings and credit extensions to be made to the Borrower, dated as of Borrower on the Closing First Amendment Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) is in pro forma compliance with the execution, delivery, and performance financial covenant set forth in Section 6.10 of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case as of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) last day of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partymost recent Test Period.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers. The BorrowerBorrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 1 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 ArrangersAgents) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; (f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 1 Effective Date; and (fg) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Amendment No. 1 Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a partyparty or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 1 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject solely to the first Business Day on which satisfaction or waiver of each of the following conditions is satisfied:(the “Amendment No. 8 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 8 Effective Date”): (a) The Administrative Agent shall have received (i) from each Existing Amendment No. 6 Term Loan Lender with a Tranche B-1 B-5 Term Loan Commitment and from Additional Tranche B-1 B-5 Term Loan Lenders having Additional Tranche B-1 B-5 Term Loan Commitments equal in principal amount to the amount of Existing Amendment No. 6 Term Loans held by Non-Consenting Existing Amendment No. 6 Term Loan Lenders and Post-Closing Option Tranche B-5 Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-5 Lender or Post-Closing Option Tranche B-5 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Amendment No. 6 Term Loan Lenders on the Amendment No. 1 8 Effective Date, simultaneously substantially concurrently with the making of Tranche B-1 B-5 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Amendment No. 6 Term Loans to, but not including, the Amendment No. 1 8 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The BorrowerBorrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinionopinions; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 1 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 8 Effective Date Date, and (ii) the Administrative Agent and the Amendment No. 8 Arranger as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 8 Arranger, as applicable, for which invoices have been presented prior to the Amendment No. 8 Effective Date (including, without limitation limitation, the reasonable fees, charges and disbursements documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of 8 Arranger and the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Datewith respect thereto); (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Amendment No. 8 Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) ), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a partyparty or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 8 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (f) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-5 Term Loans; and (g) At the time of and immediately after giving effect to the Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing. Each Additional Tranche B-5 Term Loan Lender party hereto and each Cashless Option Tranche B-5 Lender and Post-Closing Option Tranche B-5 Lender by delivering its signature page to this Amendment or a Consent to Eighth Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 8 Effective Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Additional Tranche B-5 Term Loan Lender, Cashless Option Tranche B-5 Lender or Post-Closing Option Tranche B-5 Lender. The Administrative Agent shall notify the Lenders of the Amendment No. 8 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders and all of the other parties to the Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-5 Lender and Post-Closing Option Tranche B-5 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 8 Effective Date is July 19, 2023.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Existing Term Loan Lender with a Cashless Option Tranche B-1 Term Loan Commitment and B-1/B-3 Lender, (II) from Additional Tranche B-1 B-4 Term Loan Lenders having Additional Tranche B-1 B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Option LendersSettlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which L▇▇▇▇▇▇ described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, (ii) from the Administrative Agent, and (iii) from the Required Lenders and (iv) from the Borrower and each GuarantorHoldings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-1/B-3 Lenders, a Consent to Amendment No. 7) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 1 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-1 B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 7 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 7 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇L▇▇▇▇▇ & ▇W▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 7 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 7 Effective Date; (e) At the time of The representations and immediately after giving effect to the Amendment no Default or Event of Default warranties set forth in Section 3 above shall have occurred be true and be continuing; andcorrect; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Amendment No. 7 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (xw) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (yx) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower and Borrower, (zy) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 7 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the incurrence of the Tranche B-4 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (j) The Tranche B-4 Term Loan Lenders shall have received prior to the Amendment No. 7 Effective Date such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 7 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the Borrower at least 10 days prior to the Amendment No. 7 Effective Date shall have received prior to the Amendment No. 7 Effective Date, a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (the “Amendment No. 1 Effective Date”) on which each of the following conditions is are satisfied, or waived by the Administrative Agent in its sole discretion: (a) The Administrative Agent shall have received from (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) Loan Party a duly executed counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;). (b) The Borrower Administrative Agent shall have paid to all Existing Term Loan Lenders on received from the Amendment No. 1 Effective Date, simultaneously with Borrower the making Extension Fee set forth in Section 2.12(c) of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date;Annex I attached hereto. (c) The Administrative Agent shall have received the executed legal a favorable written opinion of (i) ▇▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties, and (iii) Cains Advocates Limited, Isle of Man counsel for the Loan Parties, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to the Credit Parties. The BorrowerAdministrative Agent, the other Credit Parties Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent hereby instruct and covering such counsel other matters relating to deliver such legal opinion;the Loan Documents as the Administrative Agent shall reasonably request. (d) The Borrower shall have paid (i) all reasonable, documented and invoiced fees payable to the Administrative Agent or any affiliate thereof as agreed between the Administrative Agent and the Borrower (including, without limitation, the fees set forth in the Engagement Letter, dated as of April 29, 2020, between the Borrower and Bank of America, N.A. (the “Amendment Engagement Letter”)), and (ii) all reasonable fees, expenses and disbursements of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced at least one (1) Business Day prior to the date hereof, subject to any fee cap set forth in the Amendment Engagement Letter. (e) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Section 2 hereof. (f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 1 Arrangers Effective Date and certifying: (i) a copy of the fees certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the amounts previously agreed Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in writing to be received effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions de-scribed in clause (iiiv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Administrative Agent all reasonable costs and expenses board of directors (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangersor equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the Administrative Agent for which invoices have been presented prior to execution, delivery and performance of the Loan Documents dated as of the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) Date to which it such person is a party and the performance of the obligations under the Amended Credit Agreement and (II) and, in the case of the Borrower, the extensions of credit contemplated borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 1 Effective Date, (yv) as to the Certificate incumbency and specimen signature of Incorporation each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party, and (vii) such other documents as the Administrative Agent and By-Laws, Certificate the Lenders on the Amendment No. 1 Effective Date may reasonably request (including tax identification numbers and addresses). (g) The Lenders shall have received a solvency certificate substantially in the form of Formation Exhibit C to the Credit Agreement and Operating Agreement or other comparable organizational documents, as applicable, signed by a Financial Officer of Holdings and the Borrower confirming the solvency of the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing its Subsidiaries on a consolidated basis, in each case, after giving effect to this Amendment on the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party.Amendment No. 1

Conditions to Effectiveness of Amendment. This 2.1 The effectiveness of the amendments and waivers set forth in this Amendment shall become effective on No. 4 is subject to the first Business Day on which each prior or simultaneous fulfillment of the following conditions is satisfiedconditions: (a) The Administrative Agent shall have received this Amendment No. 4 executed by (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment duly authorized officer or officers of the Company and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentLenders; (b) The Borrower Agent shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously received such other documents as it shall have reasonably requested consistent with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Dateterms hereof; (c) The Administrative representations and warranties set forth in Section 3 hereof shall be true and correct on and as of the Amendment No. 4 Effective Date; (d) Holders of Indebtedness under each Covenant Credit Facility shall have executed, to the extent required by each such Covenant Credit Facility, waivers or amendments to such credit facilities satisfactory to the Agent and the Required Lenders containing amendments to the covenants and related definitions in such credit facilities identical to those set forth in Section 1 of this Amendment No. 4; (e) The Agent shall have received payment of all of its out-of-pocket expenses, including the executed legal opinion reasonable fees and expenses of its counsel ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesLLP incurred in connection with this Amendment No. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion4; (df) The Borrower Agent shall have paid (i) received an amendment to the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ Facility Agreement in form and substance satisfactory to the Agent executed by the parties to the ▇▇▇▇▇▇ & Facility Agreement extending the maturity date of the Tranche B Loan (as defined in the ▇▇▇▇▇▇ Facility Agreement) to July 31, 2000; (g) The Agent shall have received the Efficacy Certificate and $6,000,000 of the ▇▇▇▇▇ Efficacy Payment shall have been deposited in the Reserve Account; and (h) The Agent shall have received confirmation that each of O'Melveny & ▇▇▇▇▇ LLP, counsel for to the Administrative Agent Steering Committee, and Ernst & Young Restructuring LLC, financial advisor to the Steering Committee, shall have received payment of their respective reasonable fees and expenses incurred through June 30, 2000. 2.2 The date on which the conditions set forth in Section 2.1 are satisfied is the "Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 4 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party".

Conditions to Effectiveness of Amendment. This Amendment The effectiveness of the amendments set forth in Section 2 hereof shall become effective occur on the first Business Day on which each date of the satisfaction of the following conditions precedent (such date, the “Fifth Amendment Effective Date”): a. the Borrower Representative, each other Loan Party (other than Loan Parties incorporated in Korea) and the New Term Lenders shall have executed and delivered counterparts (or, as applicable, a Lender Consent or a Joinder) to this Amendment to the Administrative Agent; b. each of the representations and warranties contained in Section 9 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is satisfied:already qualified by materiality) on and as of the Fifth Amendment Effective Date; (a) The c. at the time of and immediately after giving effect to this Amendment and the transactions occurring on the Fifth Amendment Effective Date, no Default or Event of Default exists; d. the Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment certificate dated the Fifth Amendment Effective Date and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount signed by a Responsible Officer of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower Representative, confirming compliance with the conditions set forth in Sections 7(b) and each Guarantor, either (x6(c) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendmenthereof; (b) The Borrower shall have paid to all Existing Term Loan Lenders on e. the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received a solvency certificate dated as of the executed legal Fifth Amendment Effective Date in substantially the form of Exhibit H of the Amended Credit Agreement from a Financial Officer of the Parent certifying as to the matters set forth therein; f. the Administrative Agent shall have received, on behalf of itself and the Lenders on the Fifth Amendment Effective Date, a customary written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Parent, the Borrowers and each other Loan Party (A) dated the Fifth Amendment Effective Date, (B) addressed to the Credit Parties. The BorrowerAdministrative Agent, the other Credit Parties Amendment Arrangers and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent hereby instruct and the Amendment Arrangers covering such counsel matters relating to deliver such legal opinionthis Amendment; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) g. the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & shall have received for distribution to ▇▇▇▇▇▇▇ LLPSachs Bank USA, counsel for in its capacity as Amendment Arranger, all fees and expenses agreed to by the Administrative Agent Borrowers or the Borrower Representative that are due and payable on or before the Fifth Amendment No. 1 ArrangersEffective Date (including reasonable and documented out-of-pocket fees, expenses and disbursements of legal counsel) of in each case to the Administrative Agent for which invoices have been presented extent notified to the Borrower Representative at least three (3) Business Days prior to the Fifth Amendment No. 1 Effective Date; h. the Administrative Agent shall have received for distribution to each New Term Lender that shall have delivered (eby facsimile or otherwise) At an executed signature page to this Amendment (or, as applicable, a Lender Consent or a Joinder) prior to the time Consent Deadline (as defined below), a non-refundable special participation fee in an amount equal to 0.125% multiplied by the unpaid principal balance of and immediately the Refinancing Term Loans denominated in Euro held by such Existing Term Lender on the Fifth Amendment Effective Date after giving effect to the this Amendment no Default or Event of Default and transactions contemplated hereby. For purposes hereof, “Consent Deadline” shall have occurred and be continuingmean 5:00 p.m. London time on October 26, 2017; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject to the first Business Day on which each satisfaction of all the following conditions is satisfied:precedent (the first date on which such conditions have been satisfied being referred to herein as the “Sixth Amendment Effective Date”): (a) The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (Ai) a certificate duly executed and completed counterpart hereof that bears the signature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (iii) duly executed and completed counterparts hereof that bear the signature of all of the Lenders; (b) The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party; (c) The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart of the fee letter, to be dated as of the Sixth Amendment Effective Date (x) Holdings the “Sixth Amendment Fee Letter”), between the Administrative Agent and the Borrower, that bears the signature of the Borrower and (ii) a duly executed and completed counterpart of the Sixth Amendment Fee Letter that bears the signature of the Administrative Agent; (d) the Administrative Agent shall have received a perfection certificate (the “Perfection Certificate”), in form substantially consistent with the perfection certificate delivered in connection with the Closing Date, dated as of the Closing Date, substantially in Sixth Amendment Effective Date or as of a recent date (as required under the form of Exhibit E Fifth Amendment and Limited Waiver to the Credit Agreement, with appropriate insertionsdated as of September 2, executed by any Authorized Officer and 2022 (the “Fifth Amendment”)); (e) the Borrower shall have provided to the Administrative Agent Lien searches from the Secretary of State (or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (Bcomparable state authority) and (B) (x) a copy of the resolutions jurisdictions of organization of each of the board of directors or other managers of Holdings Loan Parties; (f) Upon and the Borrower authorizing after giving effect to this Amendment, (Ii) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance all of the obligations under representations and warranties set forth in Section 4 below and in the Amended Credit Agreement will be true and correct, and (IIii) and no Default or Event of Default shall exist; (g) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses in connection with this Amendment and the case other transactions contemplated hereby in accordance with Section 9.03 of the BorrowerCredit Agreement NAI-1533756051v20 and (ii) on behalf of itself, its Affiliates and each Lender for the extensions account of credit contemplated hereundereach Lender that duly executes this Amendment on or prior to 9:00 a.m. New York time on November 21, 2022 (yor such later date and time as notified by the Borrower in writing to the Lenders through the Administrative Agent), a fee equal to 1.00% of the aggregate outstanding principal amount of the Revolving Commitments and Term Loans held by such Lender on the Sixth Amendment Effective Date; and (h) The Administrative Agent shall have received all documentation and other information about the Certificate of Incorporation and ByLoan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the Sixth Amendment Effective Date by the Administrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, Certificate of Formation including the USA PATRIOT Act and Operating Agreement or other comparable organizational documents, as applicable, of Holdings “know your customer” rules and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyregulations.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) from each Existing Tranche B-3 Term Loan Lender with a Tranche B-1 B-4 Term Loan Commitment and from Additional Tranche B-1 B-4 Term Loan Lenders having Additional Tranche B-1 B-4 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-3 Term Loans held by Non-Consenting Existing Tranche B-3 Term Loan Lenders and Post-Closing Option Tranche B-4 Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Tranche B-3 Term Loan Lenders on the Fifth Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 B-4 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-3 Term Loans to, but not including, the Fifth Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers. The BorrowerBorrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 1 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Fifth Amendment No. 1 Effective Date Date, and (ii) the Administrative Agent and the Fifth Amendment Agreement Arrangers as applicable, all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Fifth Amendment No. 1 Agreement Arrangers) of the Administrative Agent and the Fifth Amendment Agreement Arrangers, as applicable, for which invoices have been presented prior to the Fifth Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment Amendment, no Default or Event of Default shall have occurred and be continuing; and. (f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Fifth Amendment Effective Date; (g) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment, tax and intellectual property lien searches, made with respect to the Credit Parties in the states of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search; (h) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Fifth Amendment Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) ), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a partyparty or (ii) a certificate of Holdings on behalf of each Borrower, dated the Fifth Amendment Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (i) Each Lender that so requests and the Administrative Agent shall have received (and shall be reasonably satisfied with) (i) at least two (2) days prior to the Fifth Amendment Effective Date, such documentation and information as is reasonably requested in writing at least seven (7) Business Days prior to the Fifth Amendment Effective Date by the Administrative Agent about the Credit Parties to the extent the Administrative Agent and Holdings in good faith mutually agree is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and (ii) at least three (3) Business Days prior to the Fifth Amendment Effective Date, from each Borrower, if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; and (j) The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, or any other senior financial officer of Holdings or the Borrowers to the effect that after giving effect to the Fifth Amendment Agreement, Holdings on a consolidated basis with the Restricted Subsidiaries is Solvent; and (k) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-4 Term Loans.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each all of the following conditions is satisfied:are satisfied (the “Amendment No. 3 Effective Date”): (a) The Administrative Agent shall have received (i) from each Existing Term B-1 Loan Lender with a Tranche B-1 Refinancing Term B-2 Loan Commitment Commitment, from each Additional Term B-2 Lender having Refinancing Term B-2 Loan Commitments and from Additional Tranche B-1 each Incremental Term B-2 Lender having Incremental Term B-2 Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option LendersCommitments, (ii) from the Administrative Agent, (iii) from the Required Lenders Lenders, (iv) from each Revolving Credit Lender and each Issuing Lender and (ivv) from the Borrower and each Guarantor, either (x) a counterpart of or Consent to this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of or Consent to this Amendment; (b) The Borrower shall have paid to all Existing Refinancing Term Loan B-2 Lenders on the Amendment No. 1 3 Effective Date, simultaneously with the making of Tranche B-1 the Refinancing Term B-2 Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term B-1 Loans up to, but not including, the Amendment No. 1 3 Effective Date; (c) The Administrative Agent shall have received (i) the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Loan Parties, (ii) the executed legal opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as Delaware counsel to the Loan Parties, (iii) the executed legal opinion of Hill ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.A., as Florida counsel to the Loan Parties and (iv) the executed legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, as California counsel to the Loan Parties. The Borrower, the other Credit Loan Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) paid to the Amendment No. 1 3 Arrangers the all fees in the amounts previously agreed in writing between the Amendment No. 3 Arrangers and the Borrower to be received on the Amendment No. 1 3 Effective Date and (ii) reimbursed the Administrative Agent for all reasonable costs and expenses (includinglimited, without limitation in the case of legal fees, costs and expenses, to the reasonable fees, disbursements and other charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers3 Arrangers and the Administrative Agent) of the Administrative Agent for which invoices have been presented at least three (3) Business Days prior to the Amendment No. 1 3 Effective Date; (e) At the time of and immediately after giving effect to the Amendment Amendment, no Default or Event of Default shall have occurred and be continuing; and; (f) The To the extent reasonably requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received received: (i) (A) a certificate of each of (x) Holdings and the BorrowerLoan Party, dated as the Amendment No. 3 Effective Date, executed by two Authorized Officers (only one of which may be the Closing DateSecretary or Assistant Secretary) of such Loan Party, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and Agreement (or in such other form as the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicableAdministrative Agent may agree in its reasonable discretion), and attaching the documents referred to in the following clause (iii) below or (B) a certificate of the Borrower on behalf of each Loan Party, dated as of the Amendment No. 3 Effective Date and executed by an Authorized Officer of the Borrower, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Restatement Agreement Effective Date or Amendment No. 2 Effective Date, as applicable, to such documents delivered on the Restatement Agreement Effective Date or Amendment No. 2 Effective Date, as applicable; (Bii) a certificate of good standing (xto the extent such concept exists) from the applicable secretary of state or other relevant Governmental Authority of the jurisdiction of organization of each Loan Party; and (iii) a copy of the resolutions of the board Board of directors Directors or other managers governing body, as applicable, of Holdings and the Borrower each Loan Party (or a duly authorized committee thereof) authorizing (Ia) the execution, delivery, delivery and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (IIb) in the case of the Borrower, the extensions borrowing of credit the Term B-2 Loans contemplated hereunder; (g) The Administrative Agent shall have received at least three days prior to the Amendment No. 3 Effective Date, (y) the Certificate of Incorporation all documentation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and information about the Borrower and the other Guarantors that shall have been reasonably requested in writing at least 10 Business Days prior to the Amendment No. 3 Effective Date by the Administrative Agent and that the Administrative Agent reasonably determines is required by all applicable regulatory authorities under applicable “know your customer,” anti-money laundering rules and regulations, including without limitation the PATRIOT Act, including, if the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; (zh) signature The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of Exhibit J to the Credit Agreement; (i) The representations and incumbency certificates warranties made in Section 2 of this Amendment shall be true and correct in all material respects (provided that any such representations and warranties which are qualified by materiality, Material Adverse Effect or other comparable documents evidencing similar language shall be true and correct in all respects); (j) The Administrative Agent shall have received a Notice of Borrowing with respect to the sameTerm B-2 Loans; and (k) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower to the effect that the conditions set forth in clauses (e) and (i) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partythis Section 4 shall have been satisfied.

Conditions to Effectiveness of Amendment. This Amendment Amendment, including the amendments set forth in Section 2 shall become effective and the provisions set forth in Section 2 shall become operative on the first Business Day date (the “Amendment No. 3 Effective Date”) on which each of the following conditions is satisfiedare satisfied or waived by each applicable party: (a) The Administrative Agent Agents shall have received executed signature pages to this Amendment from the Required Lenders, Holdings, the Borrowers and each other Credit Party; (i) from each Existing Term Loan Lender with The representations and warranties set forth herein shall true and correct in all material respects except that any representation and warranty that is qualified or subject to a Tranche B-1 Term Loan Commitment “material adverse effect”, “material adverse change” or similar term or qualification is true and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal correct in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (iiall respects) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment this Amendment, no Default or Event of Default shall have occurred and be continuing; (c) The Administrative Agents shall have received executed copies of each of the Sponsor Secured Note Documents (except those to be delivered post-closing), executed by each party thereto and, in each case, in form and substance reasonably satisfactory to the Administrative Agents and the Borrower shall have received, or shall receive substantially contemporaneously with the occurrence of the Amendment No. 3 Effective Date, $27,500,000 of gross cash proceeds (less fees and expenses) in respect of the Sponsor Secured Note; (d) The Administrative Agents shall have received, each in form and substance satisfactory to the Administrative Agents, (i) the Revolving Loan Intercreditor Agreement and (ii) a joinder to the Intercreditor Agreement (the “Intercreditor Joinder”) with respect to the addition of the Sponsor Secured Note and the obligations of the Borrowers thereunder, and each such agreement shall have become effective concurrently with or prior to the effectiveness of this Amendment; (e) The Borrowers shall have paid the US Administrative Agent, for the account of each Lender that consents to this Amendment and provides its signature page hereto on or before 5:00 p.m. New York time, February 18, 2016, a consent fee (the “Consent Fee”) in an amount equal to 0.125% of each such consenting Lender’s Revolving Credit Commitment (it being understood that the Borrowers shall have no obligation to pay the Consent Fee if the Amendment No. 3 Effective Date does not occur); and (f) The Borrower shall have paid the reasonable and documented out-of-pocket costs and expenses of the Administrative Agents in connection with this Amendment or for which invoices have been presented at least two Business Days prior to the Amendment No. 3 Effective Date (including the reasonable and documented fees, disbursements and other charges of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as counsel to the US Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated Goodmans LLP as of the Closing Date, substantially in the form of Exhibit E counsel to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyCanadian Administrative Agent).

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when the first Business Day on which Lender shall have received (i) counterparts of this Amendment duly executed by each of the following conditions Loan Parties; (ii) the Amended and Restated Revolver Note, dated as of the date of this Amendment, in substantially the form attached hereto as Exhibit A, executed by the Borrower; (iii) the Guarantees, in substantially the form attached hereto as Exhibit B, and the Security Agreement, in substantially the form attached hereto as Exhibit C, each executed and delivered by the Guarantors that have not executed and delivered to the Lender a Guarantee and the Security Agreement, each dated as of June 30, 2002; (iv) a certified copy of the resolutions of the Board of Directors of the Borrower and each of the Guarantors, in substantially the form attached hereto as Exhibit D, evidencing approval of this Amendment and the other documents and matters contemplated hereby, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and such other documents, including, but not limited to, a certificate of "good standing" (or its equivalent), certified copies of the articles of incorporation and true and correct copies of the bylaws; (v) a favorable opinion of counsel for the Borrower, in substantially the form attached hereto as Exhibit E, as to the due execution and delivery by the Borrower and each of the Guarantors of this Amendment and the other documents contemplated hereby and as to such other matters as the Lender may reasonably request; (vi) a signed copy of a certificate of an officer of the Borrower and each of the Guarantors, in substantially the form attached hereto as Exhibit F, who shall certify the names of the officers of the Borrower and the respective Guarantors authorized to sign this Amendment and the other documents or certificates to be delivered pursuant to this Amendment by the Borrower, each of the Guarantors, or any of its respective officers, together with the true signatures of such officers (Lender may conclusively rely on such certificate until it shall receive a further certificate of the Secretary or an Assistant Secretary of the Borrower or the respective Guarantor canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate); (vii) a certified copy of the written approval and consent of the holders, if any, of any obligations of the Borrower which must consent to this Amendment and the Borrowings under the Agreement and the other Loan Documents, as amended hereby; (viii) Amendment No. 1 to Subordination Agreements, in substantially the form attached hereto as Exhibit G, to be signed by each Affiliate that is satisfieda holder of debt of the Borrower other than the Lender, if any, or unless waived by the Lender; (ix) Subordination Agreements, in substantially the form attached hereto as Exhibit H, each executed and delivered by the Guarantors that did not execute and deliver to the Lender a Subordination Agreement, dated as of June 30, 2002; (x) a certificate, in substantially the form attached hereto as Exhibit I, signed by the President, Vice President or by any other duly authorized officer of the Borrower, solely in such corporate capacity, stating that, based on an examination which in the opinion of the signer is sufficient to enable him to make an informed statement, to the best of his knowledge: (a) The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment representations and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal warranties contained in principal amount to Section 4.01 of the amount Agreement are correct on and as of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart date of this Amendment signed as though made on behalf and as of such party or (y) written evidence satisfactory date except to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) extent that such party has signed a counterpart of this Amendment;representations and warranties specifically relate to an earlier date or are affected by the transaction contemplated under the Agreement as amended hereby; and (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective DateNo event has occurred and is continuing or would result from this Amendment, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or constitutes an Event of Default shall have occurred and or would constitute an Event of Default but for the requirement that notice be continuinggiven or time elapse or both; and (fxi) The Administrative Agent (or its counsel) shall have received (A) a certificate payment by the Borrower of each of (x) Holdings the fees and costs, including attorneys' fees and expenses, incurred in connection with this Amendment and the Borrowerother documents and matters contemplated hereby, dated as of and all fees and costs still outstanding which were incurred in connection with the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer Agreement and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyLoan Documents.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date first Business Day on which each set forth above upon satisfaction of the following conditions is satisfiedconditions: (a) The the Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment counterparts of this Amendment duly executed and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to delivered by the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option LendersBorrower, (ii) from the Administrative Agent, (iii) from each Extending Tranche A Term Loan Lender, each Extending Tranche B Term Loan Lender and the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentLenders; (b) The Borrower the Administrative Agent shall have paid received, for the account of each Lender executing this Amendment on or prior to all Existing Term Loan Lenders on March 25, 2003 an amendment fee equal to 0.250% of the Amendment No. 1 Effective Date, simultaneously with the making sum of Tranche B-1 each such executing Lender's Revolving Credit Commitment and Term Loans under the Credit Agreementthen outstanding (in respect of each such Lender, all accrued and unpaid interest on the Existing Term Loans to, but not including, the an "Amendment No. 1 Effective DateFee"); (c) The Administrative Agent the Equity Investor or an Affiliate thereof shall have received the executed legal opinion contributed Senior Subordinated Notes in an aggregate principal amount of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel no less than $90,000,000 to the Credit Parties. The BorrowerBorrower in exchange for Series C Perpetual Preferred Stock, and such Senior Subordinated Notes shall have been delivered to the other Credit Parties and trustee in respect of the Administrative Agent hereby instruct such counsel to deliver such legal opinionSenior Subordinated Note Indenture for cancellation; (d) The Borrower the Equity Investor or an Affiliate thereof shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior contributed cash to the Amendment No. 1 Effective DateBorrower in an amount of no less than $10,000,000 in exchange for Series C Perpetual Preferred Stock; (e) At the time Line of Credit Agreement shall (i) have been amended with respect to its maturity as set forth in Exhibit B to this Amendment and immediately after giving effect (ii) conform to the Amendment no Default or Event of Default shall have occurred and be continuingother terms set forth in such Exhibit B; and (f) The Administrative Agent (or its counsel) the Borrower shall have received paid to (Ai) each Extending Tranche A Term Loan Lender a certificate of each of (x) Holdings and the Borrower, dated as fee in an amount equal to 10.0% of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment portion (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the sameonly that portion) of the Authorized Officers Tranche A Term Loan held by such Lender which had its amortization extended pursuant to the Sixth Amendment and (ii) each Extending Tranche B Term Loan Lender a fee in an amount equal to 10.0% of Holdings the portion (and only that portion) of the Borrower executing Tranche B Term Loan held by such Lender which had its amortization extended pursuant to the Credit Documents to which it is a partySixth Amendment.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on as of the date first Business Day on which written above upon the satisfaction of each of the following conditions is satisfiedprecedent: (a) The Administrative Agent Each party hereto shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment executed and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of delivered this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this AmendmentAgent; (b) The Borrower Agent shall have paid received a fully executed copy, in form and substance reasonably satisfactory to all Existing Term Agent, of a conforming amendment to the Revolving Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received a fully executed copy, in form and substance satisfactory to Agent, of that certain First Amendment to Fee Letter between Agent and Borrower; (d) Agent shall have received a fully executed copy, in form and substance satisfactory to Agent, of that certain Consent and Amendment No. 1 to Intercreditor Agreement by and between Agent and the executed legal opinion of Revolving Loan Agent; (e) Agent shall have received evidence that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to Advisory Group LLC has received from Borrower a refundable retainer in the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinionamount of $75,000; (df) The Borrower Agent shall have paid received, in form and substance reasonably satisfactory to Agent, copies of resolutions of the board of directors (ior other equivalent governing body or member) of Borrower authorizing the execution, delivery and performance of this Amendment No. 1 Arrangers and the First Amendment to Fee Letter; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Agent and its legal counsel; (h) Agent shall have received payment of all fees in payable to Agent and Lenders pursuant to the amounts previously agreed in writing to be received on terms of the Amendment No. 1 Effective Date Fee Letter, and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable other fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and its counsel required to be paid pursuant to the Loan Agreement in connection with the preparation, execution and delivery of this Amendment No. 1 Arrangers) of the Administrative Agent and all other instruments or documents provided for which invoices herein or delivered or to be delivered hereunder or in connection herewith that have been presented prior to invoiced on or before the Amendment No. 1 Effective Date;date hereof; and (ei) At the time of and immediately after giving effect to the Amendment no No Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on when and only when the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received executed counterparts of this Amendment (i) from each Existing Term Loan Lender with or a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount consent to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iiithis Amendment) from the Required Lenders and the following conditions precedent have been satisfied (ivthe date such conditions are so satisfied herein called the “Effective Date”): (a) Borrower shall have completed the acquisition of certain Mineral Interests from Encore Operating, L.P. (“EOLP”), pursuant to that certain Purchase and Sale Agreement dated as of June 28, 2009, among EOLP, Parent and Borrower (the Borrower “June 2009 Acquisition Agreement”, and the transactions contemplated therein, the “June 2009 Acquisition Transaction”) in accordance in all material respects with the terms of the June 2009 Acquisition Agreement and applicable law. (b) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence in form and substance satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page unless otherwise specified): (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) that a Note (or replacement Note) executed by the Borrower in favor of each Lender requesting a Note to reflect such party has signed a counterpart of Lender’s Commitment after giving effect to this Amendment; (biii) The Borrower shall Mortgages or amendments to existing Mortgages covering Proved Mineral Interests that have paid to a Recognized Value of not less than the 80% of the Recognized Value of all Existing Term Loan Lenders Proved Mineral Interests owned by the Credit Parties on the Amendment No. 1 Effective Date (after giving effect to the June 2009 Acquisition Transaction) and included in the Borrowing Base in effect on the Effective Date, simultaneously duly executed and delivered by the applicable Credit Parties, together with such other assignments, conveyances, agreements and other writings as may be reasonably requested by the making of Tranche B-1 Term Loans under the Credit AgreementAdministrative Agent, all accrued and unpaid interest on the Existing Term Loans to, but not including, without limitation, UCC financing statements and/or amendments to financing statements, in form and substance reasonably satisfactory to the Amendment No. 1 Effective DateAdministrative Agent; (civ) The such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent shall may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Credit Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have received the executed legal a Material Adverse Effect; (vi) a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to certain corporate matters and as to the enforceability of the Mortgages and amendments to Mortgages, as applicable, in Texas and otherwise in form and substance satisfactory to the Administrative Agent; (vii) a favorable opinion of Holme ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , LLP, special Montana and Wyoming counsel for the Administrative Agent, addressed to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel and each Lender, as to deliver such legal opinionthe enforceability of the Mortgages and amendments to Mortgages, as applicable, in Montana and Wyoming, respectively, and otherwise in form and substance satisfactory to the Administrative Agent; (dviii) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPPC, special North Dakota counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of Agent, addressed to the Administrative Agent for which invoices have been presented prior and each Lender, as to the Amendment No. 1 Effective Dateenforceability of the Mortgages and amendments to Mortgages, as applicable, in North Dakota and otherwise in form and substance satisfactory to the Administrative Agent; (eix) At such lien search reports as the time of Administrative Agent shall reasonably require, conducted in such jurisdictions and immediately after giving effect to reflecting such names as the Amendment no Default or Event of Default Administrative Agent shall have occurred and be continuing; andrequest; (f) The Administrative Agent (or its counsel) shall have received (Ax) a certificate of each of (x) Holdings and the Borrower, dated as a Responsible Officer of the Closing DateBorrower either (A) attaching copies of all consents, substantially in the form of Exhibit E licenses and approvals (other than those related to the Credit Agreement, ordinary conduct of its business) required in connection with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, delivery and performance of this Amendment (and any agreements relating thereto) to which it is a party by each Credit Party and the performance validity against such Credit Party of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and (xi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) of the Credit Agreement have been satisfied as of the Effective Date, and (B) that there has not occurred a material adverse change (x) in the assets, properties, financial condition or business operations of Parent, the Borrower and its Subsidiaries (after giving effect to the June 2009 Acquisition Transaction), taken as a whole, since the date of Parent’s most recent annual and quarterly consolidated balance sheet and consolidated statements of operations and cash flows delivered to the Administrative Agent pursuant to Section 6.01(a) or (b) of the Credit Agreement, as applicable, or (y) in the facts and information regarding such entities or the June 2009 Acquisition Transaction as represented to date. (c) No litigation, arbitration or similar proceeding shall be pending or threatened which calls into question the validity or enforceability of the June 2009 Acquisition Agreement, this Amendment, the other Loan Documents or the transactions contemplated hereby or thereby. (d) Administrative Agent shall have received, for the account of each Lender who executes this Amendment on or before the Effective Date, an amendment fee equal to 0.10% of such Lender’s Applicable Percentage of the Borrowing Base in effect prior to giving effect to this Amendment and the increase in the Borrowing Base contemplated hereby.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) from each Existing Tranche B-1 Term Loan Lender with a Tranche B-1 B-2 Term Loan Commitment and from Additional Tranche B-1 B-2 Term Loan Lenders having Additional Tranche B-1 B-2 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-1 Term Loans held by Non-Consenting Existing Tranche B-1 Term Loan Lenders and Post-Closing Option Tranche B-2 Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Tranche B-1 Term Loan Lenders on the Amendment No. 1 3 Effective Date, simultaneously with the making of Tranche B-1 B-2 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-1 Term Loans to, but not including, the Amendment No. 1 3 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers. The BorrowerBorrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 1 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 3 Effective Date, (ii) the Administrative Agent, for the account of each Tranche B-2 Term Loan Lender, a fee in an amount equal to 0.125% of the outstanding principal amount of such Lender’s Tranche B-2 Term Loan on the Amendment No. 3 Effective Date and (iiiii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 ArrangersAgents) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 3 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and; (f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 3 Effective Date; (g) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment, tax and intellectual property lien searches, made with respect to the Credit Parties in the states of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search; (h) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Amendment No. 3 Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a partyparty or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 3 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; and (i) Each Lender that so requests and the Administrative Agent shall have received (and shall be reasonably satisfied with) (i) at least two (2) days prior to the Amendment No. 3 Effective Date, such documentation and information as is reasonably requested in writing at least seven (7) Business Days prior to the Amendment No. 3 Effective Date by the Administrative Agent about the Credit Parties to the extent the Administrative Agent and Holdings in good faith mutually agree is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and (ii) at least three (3) Business Days prior to the Amendment No.3 Effective Date, from each Borrower, if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower.

Conditions to Effectiveness of Amendment. This Amendment (other than with respect to Section 3.1) shall become effective on the first Business Day date (the “Amendment Effective Date”) on which each of the following conditions is satisfiedare satisfied or waived: (a) The Administrative Agent (or its counsel) shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the L/C Issuer, the Swingline Lender, the Borrower, Holdings and Lenders constituting the Required Lenders and (iv) from the Borrower and each Guarantor, either (xi) a counterpart of this Amendment signed on behalf of such party or (yii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;. (b) The Borrower Administrative Agent shall have paid received the net cash proceeds (the “Notes Proceeds”) from the incurrence of at least $1.5 billion of February 2013 First Lien Notes, to all Existing be applied to repay Term Loan Lenders Loans as follows: (i) first, to repay the aggregate principal amounts of Term B-1 Loans, Term B-2 Loans and Term B-3 Loans held by each Consenting Lender (other than a Defaulting Lender) on the Amendment No. 1 Effective Date which such Consenting Lender has elected to be repaid at par as set forth on such Lender’s Consent Form (as defined below); (ii) second, to the repayment of the aggregate principal amounts of Term B-5 Loans and Term B-6 Loans (such Lender’s “B5/B6 Submitted Amount”) held by each Consenting Lender (other than a Defaulting Lender) on the Amendment Effective Date which such Consenting Lender has elected to be repaid at par as set forth on such Lender’s Consent Form; provided that, if the aggregate B5/B6 Submitted Amount of all Consenting Lenders exceeds the lesser of (x) 20% of the outstanding principal amount of all Term B5 Loans and Term B-6 Loans on the Amendment Effective Date and (y) the amount of Notes Proceeds remaining after the application of the repayments pursuant to clause (i) above, the Borrower shall repay portions of the B5/B6 Submitted Amount on a ratable basis among such Consenting Lenders up to such lesser amount; and (iii) third, to repay Term Loans elected to be repaid by the Borrower on the Amendment Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date;. (c) The Administrative Agent shall have received from the executed legal opinion Borrower a consent fee payable for the account of each Consenting Lender (other than a Defaulting Lender) holding outstanding Revolving Facility Commitments or Term B-4 Loans as of the Amendment Effective Date equal to 0.10% of the sum of (x) the aggregate principal amount of Term B-4 Loans, if any, held by such Lender as of the Amendment Effective Date with respect to which a consent was delivered and (y) the aggregate amount of the Revolving Facility Commitments, if any, of such Lender as of the Amendment Effective Date with respect to which a consent was delivered. (d) The Administrative Agent shall have received all fees payable thereto on or prior to the Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (e) A reaffirmation agreement substantially in the form previously delivered under the Credit Agreement shall have been executed and delivered by each party thereto. (f) The Administrative Agent shall have received, on behalf of itself, the Lenders and the L/C Issuer on the Amendment Effective Date, a written opinion of (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special LLP or other counsel reasonably acceptable to the Credit Administrative Agent, as counsel for the Loan Parties. The Borrower, and (ii) each local counsel specified on Schedule 1 or other counsel reasonably acceptable to the Administrative Agent, in each case (a) dated the Amendment Effective Date, (b) addressed to the Administrative Agent, the other Credit Parties Lenders and the L/C Issuer on the Amendment Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent Agent. Each Loan Party hereby instruct such instructs its counsel to deliver such legal opinion;opinions. (dg) The Borrower shall have paid (i) received applicable regulatory approval for effectiveness of the Amendment No. 1 Arrangers (other than with respect to the fees in the amounts previously agreed in writing Extended Maturity Revolving Facility Commitments to be received on the Amendment No. 1 Effective Date and (iiestablished pursuant to Section 3.1 hereof) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) offering of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyFebruary 2013 First Lien Notes.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Existing Term Loan Cashless Option Tranche B-4 Lender with a Tranche B-1 Term Loan Commitment and (II) from Additional Tranche B-1 B-5 Term Loan Lenders having Additional Tranche B-1 B-5 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-4 Term Loan Lenders and plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Option LendersSettlement Option” was selected, (ii) from the Administrative Agent, and (iii) from the Required Lenders and (iv) from the Borrower and each GuarantorHoldings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-4 Lenders, a Consent to Amendment No. 9) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 1 9 Effective Date, simultaneously with the making (or deemed making) of Tranche B-1 B-5 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 9 Effective Date and (ii) all Non-Consenting Existing Tranche B-4 Term Loan Lenders and all Post-Closing Option Tranche B-4 Lenders on the Amendment No. 9 Effective Date, simultaneously with the making (or deemed making) of Tranche B-5 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 9 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion;; |US-DOCS\155771128.5|| (d) The Borrower shall have paid (i) the Amendment No. 1 9 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 9 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 9 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 9 Effective Date; (e) At the time of The representations and immediately after giving effect to the Amendment no Default or Event of Default warranties set forth in Section 2 above shall have occurred be true and be continuing; andcorrect; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (xw) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (yx) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower and Borrower, (zy) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 9 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-5 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Tranche B-5 Term Loan Lenders shall have received prior to the Amendment No. 9 Effective Date such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 9 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (i) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-5 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the Borrower at least 10 days prior to the Amendment No. 9 Effective Date shall have received prior to the Amendment No. 9 Effective Date, a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject solely to the first Business Day on which satisfaction or waiver of each of the following conditions is satisfied:(the “Amendment No. 10 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 10 Effective Date”): (a) The Administrative Agent shall have received (i) from each Existing Tranche B-5 Term Loan Lender with a Tranche B-1 B-6 Term Loan Commitment and from Additional Tranche B-1 B-6 Term Loan Lenders having Additional Tranche B-1 B-6 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-5 Term Loans held by Non-Consenting Existing Tranche B-5 Term Loan Lenders and Post-Closing Option Tranche B-6 Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-6 Lender or Post-Closing Option Tranche B-6 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Tranche B-5 Term Loan Lenders on the Amendment No. 1 10 Effective Date, simultaneously substantially concurrently with the making of Tranche B-1 B-6 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-5 Term Loans to, but not including, the Amendment No. 1 10 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The BorrowerBorrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinionopinions; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 1 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 10 Effective Date Date, and (ii) the Administrative Agent and the Amendment No. 10 Arrangers, as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 10 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 10 Effective Date (including, without limitation limitation, the reasonable fees, charges and disbursements documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of 10 Arrangers and the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Datewith respect thereto); (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Amendment No. 10 Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) ), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a partyparty or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 10 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (f) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-6 Term Loans; and (g) At the time of and immediately after giving effect to the Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing. Each Additional Tranche B-6 Term Loan Lender party hereto and each Cashless Option Tranche B-6 Lender and Post-Closing Option Tranche B-6 Lender by delivering its signature page to this Amendment or a Consent to Tenth Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 10 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in this Section 3. The Administrative Agent shall notify the Lenders of the Amendment No. 10 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders and all of the other parties to the Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-6 Lender and Post-Closing Option Tranche B-6 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 10 Effective Date is January 22, 2024.

Conditions to Effectiveness of Amendment. This Amendment ---------------------------------------- shall become effective on the later to occur of (x) May 15, 2001, and (y) the first Business Day on which each of day when the following conditions is satisfied: (a) The Administrative Agent shall have received all of the following documents: (i) from each Existing Term Loan Lender counterparts of this Amendment as executed on behalf of Borrower and the Lenders, together with a Tranche B-1 Term Loan Commitment the Acknowledgment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to Agreement of Subsidiary Guarantors as executed on behalf of the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option LendersSubsidiary Guarantors, (ii) from the Administrative Agentreplacement Syndicated Note in favor of Comerica Bank (the "Comerica Replacement -------------------- Note") reflecting the increase in its Commitment pursuant to this Amendment, as ---- executed on behalf of Borrower, (iii) from a certificate of Borrower signed by the Required Lenders Secretary or an Assistant Secretary of Borrower, certifying as to the names, true signatures and incumbency of the officer or officers authorized to execute and deliver this Amendment and the Comerica Replacement Note, together with copies of the resolutions adopted by the board of directors of Borrower authorizing the execution, delivery and performance of this Amendment and the Comerica Replacement Note, and any amendments, supplements, or other changes to the certificate of incorporation or by-laws of Borrower since January 31, 2001, and (iv) from the Borrower and each Guarantor, either favorable opinions of (xA) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, general counsel of Borrower, and (B) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Bird, LLP, special counsel to the Credit Parties. The for Borrower, covering matters relating to Borrower, this Amendment, the Comerica Replacement Note, and such other Credit Parties and matters as the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) or any Lender may reasonably request. The Borrower later of the dates in the preceding sentence shall have paid (i) be the "Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party.2

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (the “First Amendment Effective Date”) on which each all of the following conditions is satisfiedprecedent have been satisfied or waived: (a) The Administrative Agent shall have received (i) from a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment of the Borrowers and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option First Amendment Lenders, (ii) an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each of the Administrative AgentRequired Lenders who is not also a First Amendment Lender, the Parent, International and the US Borrower and (iii) from for the Required Lenders and (ivaccount of each Lender that has requested a Note pursuant to Section 4.04(e) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest a Note with respect to its Tranche A Term Loan made on the Existing Term Loans to, but not including, First Amendment Effective Date conforming to the Amendment No. 1 Effective Date;requirements hereof and executed by a duly authorized officer of the US Borrower. (cb) The Administrative Agent shall have received opinions, addressed to the executed legal opinion Administrative Agent and each of the First Amendment Lenders and dated the First Amendment Effective Date from (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The US Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & ▇, General Counsel of the Company, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (c) The Administrative Agent shall have received a certificate of the US Borrower, dated the First Amendment Effective Date, as to (i) the adoption of resolutions of the Board of Directors of the US Borrower authorizing (A) the execution, delivery and performance of this Amendment and (B) the borrowing contemplated hereunder, (ii) the incumbency and true signature of the officers of the US Borrower executing this Amendment and any Notes issued hereunder and (iii) the certificate of incorporation and by-laws of the US Borrower, which certificate shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel and executed by the secretary or any assistant secretary or a legal representative of such US Borrower. (d) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by a Responsible Officer of the US Borrower, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 6.02 of the Credit Agreement. (e) The Administrative Agent, ▇.▇. ▇▇▇▇▇▇ LLP, counsel for the Administrative Agent Securities Inc. and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices Lenders shall have been presented received all fees and other amounts earned, due and payable on or prior to the First Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect , including, to the Amendment no Default extent invoiced, reimbursement or Event payment of Default shall have occurred and all reasonable out-of-pocket expenses required to be continuing; andreimbursed or paid by the US Borrower hereunder. (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and Tranche A Borrowing Request from the US Borrower, dated as of requesting a Tranche A Term Borrowing to be made on the Closing First Amendment Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each all of the following conditions is satisfied:are satisfied (the “Amendment No. 2 Effective Date”): (a) The Administrative Agent shall have received (i) from each Existing Initial Term Loan Lender with a Tranche Refinancing Term B-1 Loan Commitment, from each Additional Term B-1 Lender having Refinancing Term B-1 Loan Commitment Commitments and from Additional Tranche each Incremental Term B-1 Lender having Incremental Term B-1 Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option LendersCommitments, (ii) from the Administrative Agent, (iii) from the Required Lenders Lenders, (iv) from each Revolving Credit Lender and each Issuing Lender and (ivv) from the Borrower and each Guarantor, either (x) a counterpart of or Consent to this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of or Consent to this Amendment; (b) The Borrower shall have paid to all Existing Refinancing Term Loan B-1 Lenders on the Amendment No. 1 2 Effective Date, simultaneously with the making of Tranche the Refinancing Term B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Initial Term Loans up to, but not including, the Amendment No. 1 2 Effective Date; (c) The Administrative Agent shall have received (i) the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Loan Parties, (ii) the executed legal opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as Delaware counsel to the Loan Parties, (iii) the executed legal opinion of Hill ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.A., as Florida counsel to the Loan Parties and (iv) the executed legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, as California counsel to the Loan Parties. The Borrower, the other Credit Loan Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) paid to the Amendment No. 1 2 Arrangers the all fees in the amounts previously agreed in writing between the Amendment No. 2 Arrangers and the Borrower to be received on the Amendment No. 1 2 Effective Date and (ii) reimbursed the Administrative Agent for all reasonable costs and expenses (includinglimited, without limitation in the case of legal fees, costs and expenses, to the reasonable fees, disbursements and other charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers2 Arrangers and the Administrative Agent) of the Administrative Agent for which invoices have been presented at least three (3) Business Days prior to the Amendment No. 1 2 Effective Date; (e) At the time of and immediately after giving effect to the Amendment Amendment, no Default or Event of Default shall have occurred and be continuing; and; (f) The To the extent reasonably requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received received: (i) (A) a certificate of each of (x) Holdings and the BorrowerLoan Party, dated as the Amendment No. 2 Effective Date, executed by two Authorized Officers (only one of which may be the Closing DateSecretary or Assistant Secretary) of such Loan Party, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and Agreement (or in such other form as the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicableAdministrative Agent may agree in its reasonable discretion), and attaching the documents referred to in the following clause (iii) below or (B) a certificate of the Borrower on behalf of each Loan Party, dated as of the Amendment No. 2 Effective Date and executed by an Authorized Officer of the Borrower, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Restatement Agreement Effective Date to such documents delivered on the Restatement Agreement Effective Date; (Bii) a certificate of good standing (xto the extent such concept exists) from the applicable secretary of state or other relevant Governmental Authority of the jurisdiction of organization of each Loan Party; and (iii) a copy of the resolutions of the board Board of directors Directors or other managers governing body, as applicable, of Holdings and the Borrower each Loan Party (or a duly authorized committee thereof) authorizing (Ia) the execution, delivery, delivery and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (IIb) in the case of the Borrower, the extensions borrowing of credit the Term B-1 Loans contemplated hereunder; (g) The Administrative Agent shall have received at least three days prior to the Amendment No. 2 Effective Date, (y) the Certificate of Incorporation all documentation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and information about the Borrower and the other Guarantors that shall have been reasonably requested in writing at least 10 Business Days prior to the Amendment No. 2 Effective Date by the Administrative Agent and that the Administrative Agent reasonably determines is required by all applicable regulatory authorities under applicable “know your customer,” anti-money laundering rules and regulations, including without limitation the PATRIOT Act, including, if the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; (zh) signature The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of Exhibit J to the Credit Agreement; (i) The representations and incumbency certificates warranties made in Section 2 of this Amendment shall be true and correct in all material respects (provided that any such representations and warranties which are qualified by materiality, Material Adverse Effect or other comparable documents evidencing similar language shall be true and correct in all respects); (j) The Administrative Agent shall have received a Notice of Borrowing with respect to the sameTerm B-1 Loans; and (k) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower to the effect that the conditions set forth in clauses (e) and (i) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partythis Section 4 shall have been satisfied.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on upon the first Business Day on earliest date as of which each all of the following conditions is satisfied:have occurred (such date, which occurred on May 28, 2009, the “Second Amendment Effective Date”): (a) The the Administrative Agent (or its counsel) shall have received counterparts of this Amendment executed by Holdings, the Borrower, the Canadian Borrower, the Subsidiary Guarantors, Lenders collectively constituting Required Lenders, including in any event and without limitation, each of the Continuing Revolving Credit Lenders and each of the Additional Revolving Credit Lenders, (b) the Administrative Agent shall have received (i) from for the account of each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments that transmits its executed counterpart of this Amendment, indicating its consent hereto, to the Administrative Agent on or prior to 5:00 PM (New York City time) on May 26, 2009, an amendment fee in an amount equal in to 0.10% of the aggregate outstanding principal amount to of the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders such Lender as of the Second Amendment Effective Date and Post-Closing Option Lenders, (ii) from for the Administrative Agent, (iii) from the Required Lenders account of each Continuing Revolving Credit Lender and (iv) from the Borrower and each Guarantor, either (x) a Additional Revolving Credit Lender that transmits its executed counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory Amendment, indicating its consent hereto, to the Administrative Agent on or prior to 5:00 PM (which may include telecopy or other electronic transmission New York City time) on May 26, 2009, an extension fee in an amount equal to 1.75% of a signed signature page the aggregate principal amount of this Amendment) that the Revolving Credit Commitments held by such party has signed a counterpart Lender as of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders the Second Amendment Effective Date as set forth on the Amendment No. Schedule 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; hereto; (c) The the Administrative Agent shall have received a certificate from each Credit Party, together with any appropriate insertions and attachments thereto, in form and substance substantially consistent (to the extent applicable) with that delivered by such Credit Party in connection with the First Amendment or otherwise reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall have received the executed legal opinion opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E A-1 hereto; and (e) all reasonable costs and expenses of the Administrative Agent and the Lenders required to be paid or reimbursed by the Borrower or Canadian Borrower pursuant to Section 13.5 of the Credit Agreement or incurred in connection with this Amendment for which the Borrower or Canadian Borrower has received an invoice on or before the date hereof shall have been paid (including the reasonable fees, expenses and disbursements of legal counsel to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyAdministrative Agent).

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) from each Existing Tranche B-1 Term Loan Lender with a Tranche B-1 B-2 Term Loan Exchange Commitment and from Additional Tranche B-1 Term Loan Post-Closing Option Lenders having Additional Tranche B-1 B-2 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-1 Term Loans held by Non-Consenting Existing Exchanging Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, Agent and (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;. (b) The Administrative Agent shall have received executed Consents from the Required Lenders. (c) The Administrative Agent shall have received from each Additional Tranche B-2 Term Lender (other than Post-Closing Option Lenders) an executed counterpart to the applicable Joinder Agreement. (d) The Borrower shall have paid to all Existing Tranche B-1 Term Loan Lenders on the Amendment No. 1 2 Effective Date, simultaneously with the making of Tranche B-1 B-2 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing their Tranche B-1 Term Loans to, but not including, the Amendment No. 1 2 Effective Date;. (ce) The Administrative Agent shall have received a written opinion (addressed to the executed legal opinion Administrative Agent, the Lenders and the Issuing Banks and dated the Amendment No. 2 Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties in form and substance reasonably satisfactory to the Credit PartiesAdministrative Agent. The Borrower, the other Credit Parties Each of Holdings and the Administrative Agent Borrower hereby instruct requests such counsel to deliver such legal opinion;opinions. (df) The Borrower shall have paid (i) the Amendment No. 1 Arrangers Joint Bookrunners the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 2 Effective Date and (ii) the Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 ArrangersAgent) of the Administrative Agent for which invoices have been presented at least three Business Days prior to the Amendment No. 1 2 Effective Date;. (eg) At the time of and immediately after giving effect to the this Amendment no Default or Event of Default shall have occurred and be continuing; and. (fh) The Administrative Agent (or its counsel) shall have received a copy of (Ai) a certificate each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (xin relation to a Loan Party constituted under German law not older than 14 days and certified by the relevant commercial register) Holdings and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Borrower, dated Luxembourg Register in respect of the Luxembourg Loan Party as of the Closing Datedate of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of article 13, substantially in items 2 to 11 and 13 and article 14 of the form RCS Law, according to which the Luxembourg Loan Party would be subject to one of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents judicial proceedings referred to in these provisions of the following clause RCS Law including in particular, bankruptcy (Bfaillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (Bliquidation judiciaire) proceedings, (xii) a copy signature and, to the extent such concept exists, incumbency certificates of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Responsible Officers of Holdings and the Borrower each Loan Party executing the Credit Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that Belgian Loan Party considered that the entry into this Amendment, is of the benefit to that Loan Party, certified as of the Amendment No. 2 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (i) To the extent required and requested by any Additional Tranche B-2 Term Lenders at least three Business Days prior to the Amendment No. 2 Effective Date, the Administrative Agent shall have received all documentation and other information about the Loan Parties as shall have been requested in writing by such Additional Tranche B-2 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (j) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the accuracy of the representations set forth in paragraphs (b) and (c) of Section 2 hereof. (k) The Administrative Agent shall have received a Consent to this Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) (I) from each Existing Term Loan Lender with a Cashless Option Tranche B-1 Term Loan Commitment and B-1/B-3 Lender, (II) from Additional Tranche B-1 B-4 Term Loan Lenders having Additional Tranche B-1 B-4 Term Loan Commitments equal in principal amount to the sum of (x) the principal amount of Existing Term Loans held by Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and plus (y) the principal amount of Existing Term Loans for which the “Post-Closing Option LendersSettlement Option” was selected and (III) from each Revolving Credit Lender and 2020 Additional Revolving Credit Lender, which Lenders described in this clause (i) shall collectively constitute all Lenders after giving effect to this Amendment, (ii) from the Administrative Agent, and (iii) from the Required Lenders and (iv) from the Borrower and each GuarantorHoldings, either (x) a counterpart of this Amendment (or, in the case of such Cashless Option Tranche B-1/B-3 Lenders, a Consent to Amendment No. 7) signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid (or caused to have been paid) to (i) all Existing Term Loan Lenders on the Amendment No. 1 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-1 B-4 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 7 Effective Date and (ii) all Non-Consenting Existing Tranche B-1/B-3 Term Loan Lenders and all Post-Closing Option Tranche B-1/B-3 Lenders on the Amendment No. 7 Effective Date, simultaneously with the making (or deemed making) of Tranche B-4 Term Loans under the Amended Credit Agreement, all outstanding principal of their Existing Term Loans as of the Amendment No. 7 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties Holdings and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 7 Arrangers and the Tranche B-4 Term Loan Lenders the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 7 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 7 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 7 Effective Date; (e) At the time of The representations and immediately after giving effect to the Amendment no Default or Event of Default warranties set forth in Section 3 above shall have occurred be true and be continuing; andcorrect; (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Amendment No. 7 Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (xw) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (yx) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement Laws or other comparable organizational documents, as applicable, of Holdings and the Borrower and Borrower, (zy) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing this Amendment and the other Credit Documents to which it is a party, and (z) a good standing certificate from the relevant Governmental Authority of the jurisdiction of organization of the Borrower and Holdings, dated the Amendment No. 7 Effective Date or a recent date prior thereto; (g) The Administrative Agent shall have received a Notice of Borrowing in respect of the Tranche B-4 Term Loans in accordance with Section 2.3 of the Amended Credit Agreement; (h) The Administrative Agent shall have received a certificate of the Borrower certifying that after giving effect to the incurrence of the Tranche B-4 Term Loan Commitments, the Borrower has not incurred Indebtedness pursuant to Section 2.14 and Section 10.1(x) of the Credit Agreement in excess of the Maximum Incremental Facilities Amount, calculated in accordance with the terms of the Credit Agreement; (i) The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Amendment, the Borrower on a consolidated basis with its Restricted Subsidiaries is Solvent; (j) The Tranche B-4 Term Loan Lenders shall have received prior to the Amendment No. 7 Effective Date such documentation and other information about the Borrower and the Guarantors as shall have been reasonably requested in writing by such Lender at least 10 days prior to the Amendment No. 7 Effective Date and as required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act; and (k) If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Tranche B-4 Term Loan Lender has provided its electronic delivery requirements, such Lender requesting a Beneficial Ownership Certification in writing to the Borrower at least 10 days prior to the Amendment No. 7 Effective Date shall have received prior to the Amendment No. 7 Effective Date, a Beneficial Ownership Certification in relation to the Borrower.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of date (the “Amendment No. 7 Effective Date”) that the following conditions is have been satisfied: (a) The Administrative the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party (as defined in the Existing Term Loan Agreement); (b) the Agent shall have received (i) Consents from each Existing Lenders constituting Replacement 2018 Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan B-7 Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, and/or (ii) from executed Joinders, each entered into by an Additional 2018 Term B-7 Lender, Holdings and the Administrative Borrowers, and acknowledged by the Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative the Agent shall have received the executed a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (i) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & LLP, counsel to the Loan Parties and (ii) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, special California, Illinois, Massachusetts, and Texas counsel to the Credit Loan Parties. The Borrower, in each case addressed to the other Credit Parties Agent and the Administrative Agent hereby instruct such counsel to deliver such legal opinionLenders; (d) The the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority (as defined in the Existing Term Loan Agreement) and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 7 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 7 Effective Date or, if applicable, that no modifications have been made to such documents since June 27, 2017, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (e) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 7 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 7 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further, that each reference to the Existing Term Loan Agreement therein shall be deemed to be a reference to the Existing Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default (each as defined in the Existing Term Loan Agreement) shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect (as defined in the Existing Term Loan Agreement); (f) the Parent Borrower shall have paid (or have caused to be paid), (i) to the Amendment No. 1 7 Arrangers the (as defined below) in immediately available funds, all fees in the amounts previously agreed in writing owing to be received on the Amendment No. 1 Effective Date 7 Arrangers in connection with arranging Term Loans (as defined in the Existing Term Loan Agreement) as separately agreed to in writing by Holdings and the Amendment No. 7 Arrangers and (iib) to the Administrative Agent extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 7 Arrangers and the Agent in connection with this Amendment and the transactions contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (g) subject to subsection (e) above, counsel the conditions precedent set forth in Section 4.2 of the Existing Term Loan Agreement shall have been satisfied both before and after giving effect to the borrowing of Replacement 2018 Term B-7 Loans; (h) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Existing Term Loan Agreement; (i) if requested by the Agent, the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens (as defined in the Existing Term Loan Agreement) on the assets of the Loan Parties, except for Permitted Liens (as defined in the Administrative Existing Term Loan Agreement) and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent and are being tendered concurrently with the Amendment No. 1 Arrangers) of 7 Effective Date or other arrangements satisfactory to the Administrative Agent for which invoices the delivery of such termination statements and releases, satisfactions and discharges have been presented made; (j) the Agent shall have received a Committed Loan Notice (as defined in the Existing Term Loan Agreement) for the Replacement 2018 Term B-7 Loans; (k) the Agent shall have received, at least five (5) Business Days (as defined in the Existing Term Loan Agreement) prior to the Amendment No. 1 7 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least ten (10) Business Days prior to the Amendment No. 7 Effective Date; (el) At to the time of extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) and immediately after giving effect at least five (5) Business Days prior to the Amendment no Default or Event No. 7 Effective Date, such Borrower shall deliver to each Lender that so requests (which request is made through the Agent), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) in relation to such Borrower; provided that the Agent has provided such Borrower a list of Default shall have occurred each such Lender and be continuingits electronic delivery requirements at least ten (10) Business Days prior to the Amendment No. 7 Effective Date; (m) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (as defined in the Existing Term Loan Agreement), and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Existing Term Loan Agreement and the applicable provisions of the Collateral Documents (as defined in the Existing Term Loan Agreement); and (fn) The Administrative Agent (or its counsel) the Paydown shall have received (A) a certificate of each of (x) Holdings and been consummated prior to or substantially concurrently with the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance effectiveness of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyAmendment.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day date (the “Amendment No. 1 Effective Date”) on which each of the following conditions is satisfiedare satisfied or waived: (a) The Administrative Agent shall have received from (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) Loan Party a duly executed counterpart of (or, in the case of the Lenders, a consent to) this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic transmission of a signed signature page of this Amendment) that such party ). Each Lender, by submitting a consent to the Pro Rata Extension Offer, dated April 16, 2020, has signed a counterpart of consented to this Amendment;. (b) The Borrower Administrative Agent shall have paid to all Existing Term Loan Lenders on received from the Amendment No. 1 Effective Date, simultaneously with Borrower the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date;Extension Fee referenced in Section 1(c) hereof. (c) The Administrative Agent shall have received the executed legal a favorable written opinion of (i) P▇▇▇▇▇▇▇ ▇, Weiss, Rifkind, W▇▇▇▇▇▇ & ▇G▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties and (iii) C▇▇▇▇ & Co., US maritime counsel for the Loan Parties, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to the Credit Parties. The Borrowereach Issuing Bank, the other Credit Parties Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent hereby instruct and covering such counsel other matters relating to deliver such legal opinion;the Loan Documents as the Administrative Agent shall reasonably request. (d) The Borrower shall have paid (i) all reasonable, documented and invoiced fees payable to the Administrative Agent or any affiliate thereof as agreed between the Administrative Agent and the Borrower and (ii) all reasonable fees, expenses and disbursements of C▇▇▇▇▇, ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the extent invoiced at least three (3) Business Days prior to the date hereof, subject to any fee cap set forth in the Engagement Letter, dated as of April 16, 2020, among the Company and the Administrative Agent. (i) On and as of the Amendment No. 1 Arrangers Effective Date, both immediately before and immediately after giving effect to this Amendment, the fees representations and warranties of the Borrower and each other Loan Party set forth in Section 2 hereof shall be true and correct in all material respects and (ii) the amounts previously agreed Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in writing Section 2 hereof. (f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, (ii) a certificate as to be received the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions de-scribed in clause (iiiv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Administrative Agent all reasonable costs and expenses board of directors (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangersor equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the Administrative Agent for which invoices have been presented prior to execution, delivery and performance of the Loan Documents dated as of the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) Date to which it such person is a party and the performance of the obligations under the Amended Credit Agreement and (II) and, in the case of the Borrower, the extensions of credit contemplated borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 1 Effective Date, (yv) as to the Certificate incumbency and specimen signature of Incorporation each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party, and (vii) such other documents as the Administrative Agent and By-Laws, Certificate the Lenders on the Amendment No. 1 Effective Date may reasonably request (including tax identification numbers and addresses). (g) The Lenders shall have received a solvency certificate substantially in the form of Formation Exhibit C to the Credit Agreement and Operating Agreement or other comparable organizational documents, as applicable, signed by a Financial Officer of Holdings and the Borrower confirming the solvency of the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing its Subsidiaries on a consolidated basis, in each case, after giving effect to this Amendment on the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a party.Amendment No. 1

Conditions to Effectiveness of Amendment. This Amendment shall become effective on (the first Business Day on which each “Third Amendment Effective Date”) upon satisfaction of the following conditions is satisfiedin a manner reasonably satisfactory to the Administrative Agent and the Lenders: (a) The Administrative Agent shall have received executed counterparts of the following documents and instruments or such other items as are described below, as the case may be: (i) from this Amendment, duly executed and delivered by the Initial Borrower, Holdings, the Administrative Agent and each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to of the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, ; (ii) from a Consent and Reaffirmation, in the form attached hereto as Annex C, duly executed and delivered by the Initial Borrower, Holdings and each other Credit Party; (iii) a fee agreement, in form and substance acceptable to the Administrative Agent, duly executed and delivered by the Initial Borrower, Holdings, each other Credit Party and the Affiliate of the Administrative Agent party thereto (iii) from the Required Lenders and “Amendment Fee Letter”); (iv) a Notice of Borrowing in respect of the Third Amendment Term Loans; (v) if requested by the Lender with the Third Amendment TL Commitment, a Third Amendment Term Note evidencing the Third Amendment Term Loans advanced on the Third Amendment Effective Date; (vi) the Holdings Assumption Agreement, duly executed and delivered by the parties signatory thereto; (vii) the Benchmark Subordination Agreement, duly executed and delivered by the parties signatory thereto; (viii) a solvency certificate from the Borrower chief executive officer or chief financial officer of Holdings in substantially the form of Exhibit 2.1(c) to the Credit Agreement; and (ix) a certificate of a Responsible Officer of Crosslayer, Inc., a newly organized subsidiary of Holdings (“Crosslayer”), and each GuarantorCredit Party (other than the Designated Subsidiaries) dated the Third Amendment Effective Date, either certifying (xA) that attached thereto is (1) a counterpart true and complete copy of a certificate as to the good standing of Crosslayer and each Credit Party (in so-called “long-form” if available), as of a recent date, from the Secretary of State of the state of its organization (or other applicable Governmental Authority to the extent available), (2) a true and complete copy of each Organization Document of Crosslayer and each Credit Party certified as of a recent date by the Secretary of State of the state of its organization (or, if any such Organizational Document of a Credit Party has not been amended, restated, supplemented, or otherwise modified since the Closing Date, certifying the absence of any amendments, restatements, supplements, or modifications to such Organizational Documents of such Credit Party), (3) a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of Crosslayer and each Credit Party authorizing the execution, delivery and performance of this Amendment signed and each other document or instrument required to be delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (4) a true and complete copy of the Benchmark Purchase Agreement and each other document or instruments to be executed and delivered in connection with the consummation of the Benchmark Acquisition, and (B) as to the incumbency and specimen signature of each officer executing this Amendment or any other document or instrument delivered in connection herewith on behalf of such party Crosslayer or any Credit Party (ytogether with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (ix)). (b) written evidence Evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Datethat, simultaneously in accordance with the making of Tranche B-1 Term Loans under the Credit Benchmark Purchase Agreement, all accrued and unpaid interest on the Existing Benchmark Acquisition has been consummated (or will be consummated concurrently) with the funding of the Third Amendment Term Loans to, but not including, the Amendment No. 1 Effective Date;Loans. (c) There shall not exist any judgment, decree or order of any Governmental Authority which would prevent the performance of this Amendment, the Credit Agreement (as modified hereby), the Benchmark Acquisition or the transactions contemplated hereby or declare unlawful this Amendment or the other transactions contemplated hereby. (d) The Administrative Agent and the Lenders shall have received all documentation and other information requested by the Administrative Agent or any Lender and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act. (e) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to the Administrative Agent. It shall be a condition subsequent to the Third Amendment Effective Date that each of the following conditions subsequent are satisfied (and the failure to satisfy such conditions subsequent shall constitute an immediate Event of Default): (a) the Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties and (unless extended by the Administrative Agent hereby instruct such counsel to deliver such legal opinion;in the exercise of its sole discretion): (d) The Borrower shall have paid (i) no later than April 21, 2017: (A) amended and restated Schedules 3.18, 3.19, 3.25, 5.1, 5.4, 5.5, and 5.9 to the Amendment No. 1 Arrangers Existing Credit Agreement (giving pro forma effect to the fees in the amounts previously agreed in writing Benchmark Acquisition), each of which shall be acceptable to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Lenders; (B) a Perfection Certificate, duly executed and delivered by (A) Benchmark, (B) Crosslayer, and (C) each Credit Party; (C) the Benchmark Assumption Agreement, duly executed and delivered by the parties signatory thereto; (D) a joinder agreement (in the form attached to the Guaranty and Security Agreement) duly executed and delivered by Benchmark, each other Credit Party thereto and the Administrative Agent; (E) a joinder agreement (in the form attached to the Guaranty and Security Agreement) duly executed and delivered by Crosslayer, each other Credit Party thereto and the Administrative Agent; (1) a pledge amendment (in the form attached to the Guaranty and Security Agreement) duly executed by Holdings in respect of the Stock of Benchmark acquired with the proceeds of the Third Amendment No. 1 ArrangersTerm Loans, (2) all certificates evidencing the Stock of Benchmark acquired in the Benchmark Acquisition, accompanied by instruments of transfer or stock powers undated and endorsed in blank, and (3) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each United States jurisdiction as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent for which invoices have been presented prior Agent, to perfect the Liens created, or purported to be created, by Benchmark pursuant to the Amendment No. 1 Effective DateCollateral Documents; (eG) At a certificate of a Responsible Officer of Benchmark, certifying (A) that attached thereto is (1) a true and complete copy of a certificate as to the time good standing of Benchmark (in so-called “long-form” if available), as of a recent date, from the Secretary of State of the state of its organization (or other applicable Governmental Authority to the extent available), (2) a true and immediately complete copy of each Organization Document of Benchmark certified as of a recent date by the Secretary of State of the state of its organization, and (3) a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of Benchmark authorizing the execution, delivery and performance of the Benchmark Assumption Agreement, the Credit Agreement (as supplemented thereby) and each other document or instrument required to be delivered in connection herewith, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (B) as to the incumbency and specimen signature of each officer executing the Benchmark Assumption Agreement or any other document or instrument delivered in connection herewith or therewith on behalf of Benchmark (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate in this clause (F)); (1) a pledge amendment (in the form attached to the Guaranty and Security Agreement) duly executed by Holdings in respect of the Stock of Crosslayer, (2) all certificates evidencing the Stock of Crosslayer, accompanied by instruments of transfer or stock powers undated and endorsed in blank, (3) UCC financing statements in appropriate form for filing under the UCC, filings with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each United States jurisdiction as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to perfect the Liens created, or purported to be created, by Crosslayer pursuant to the Collateral Documents, and (4) copies of UCC, United States Patent and Trademark Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name Benchmark, Crosslayer or any Credit Party as debtor and that are filed in those state and county jurisdictions in which any property of Benchmark, Crosslayer or any Credit Party is located and the state and county jurisdictions in which Benchmark, Crosslayer or any Credit Party is organized or maintains its principal place of business and such other searches that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens); (ii) no later than April 28, 2017: (A) for the benefit of the Lender with the Third Amendment TL Commitment, the Administrative Agent shall have received a number of shares of common Stock of Holdings representing an aggregate of 10.0% (determined on a fully diluted basis after giving effect to the Amendment no Default consummation of the Benchmark Acquisition and all Stock and Stock Equivalents (or Event securities convertible into or exchangeable for Stock and\or Stock Equivalents) issued in connection therewith) of Default shall the outstanding Stock and Stock Equivalents of Holdings, accompanied by supporting evidence (in form and substance reasonably acceptable to the Administrative Agent) that the issuance of such shares have occurred been duly authorized and be continuingissued in accordance with the Organizational Documents of Holdings and all Requirements of Law; and (fB) The the Administrative Agent (or its counsel) shall have received (for the benefit of the applicable Persons described therein) all Stock contemplated to be issued pursuant to the Conditional Termination of Redemption Rights Agreement dated on or about the Third Amendment Effective Date among Holdings and the Lenders party thereto; (iii) no later than April [●], 2017: (A) a certificate of each of (x) Holdings legal opinion from K&L Gates LLP, designated transactional counsel to Benchmark and the BorrowerCredit Parties, dated and from such other counsel as of the Closing DateAdministrative Agent may reasonably request, substantially each in the form of Exhibit E and substance reasonably satisfactory to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause Administrative Agent; (B) updated certificates evidencing the record ownership of Holdings of all of the issued and outstanding Stock of Benchmark, accompanied by instruments of transfer or stock powers undated and endorsed in blank; (C) customary insurance certificates and endorsements thereto in form and substance reasonably satisfactory to the Administrative Agent naming the Administrative Agent (on behalf of the Lenders) as an additional insured or loss payee (and mortgagee), as the case may be, under all insurance policies to be maintained with respect to the properties of the Credit Parties (including Benchmark and Crosslayer) forming part of the Collateral; and (iv) no later than May [●], 2017: (A) the Administrative Agent shall have received Control Agreements in respect of all Deposit Accounts of Benchmark and (to the extent not otherwise in effect on the Third Amendment Effective Date) each Credit Party; and (B) (x) a copy of the resolutions of Administrative Agent shall have received such other documents and instruments as the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) Administrative Agent may reasonably request to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates evidence (or other comparable documents evidencing further evidence) that the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents Administrative Agent has a perfected, first priority Lien in all Collateral, subject only to which it is a partyPermitted Liens.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of date (the “Amendment No. 8 Effective Date”) that the following conditions is have been satisfied: (a) The Administrative the Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party (as defined in the Existing Term Loan Agreement); (b) the Agent shall have received (i) Consents from each Existing Lenders constituting Replacement 2019-1 Term Loan Lender with a Tranche B-1 B-7 Lenders and/or Replacement 2019 Term Loan Commitment and from Additional Tranche B-1 Term Loan B-8 Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, and/or (ii) from executed Joinders, each entered into by an Additional 2019-1 Term B-7 Lender and/or Additional 2019 Term B-8 Lender, Holdings and the Administrative Borrowers, and acknowledged by the Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative the Agent shall have received the executed a customary legal opinion (including no conflicts with all indentures and other material debt documents of the Parent Borrower and its subsidiaries) (i) from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ & LLP, counsel to the Loan Parties and (ii) from ▇▇▇▇▇▇▇▇▇ Traurig LLP, special California, Illinois, Massachusetts, and Texas counsel to the Credit Loan Parties. The Borrower, in each case addressed to the other Credit Parties Agent and the Administrative Agent hereby instruct such counsel to deliver such legal opinionLenders; (d) The the Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority (as defined in the Existing Term Loan Agreement) and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 8 Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Amendment No. 8 Effective Date or, if applicable, that no modifications have been made to such documents since November 16, 2018, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate pursuant to clause (ii) above; (e) the Agent shall have received a certificate of an authorized officer of the Parent Borrower dated the Amendment No. 8 Effective Date certifying that (i) each of the representations and warranties made by any Loan Party in or pursuant to the Financing Agreements shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 8 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time; provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty is true and correct in all respects; provided, further, that each reference to the Existing Term Loan Agreement therein shall be deemed to be a reference to the Existing Term Loan Agreement after giving effect to this Amendment; (ii) after giving effect to this Amendment, no Default or Event of Default (each as defined in the Existing Term Loan Agreement) shall have occurred and be continuing and (iii) no event shall have occurred and no condition shall exist that has or may be reasonably to be likely to have a Material Adverse Effect (as defined in the Existing Term Loan Agreement); (f) the Parent Borrower shall have paid (or have caused to be paid), (i) to the Amendment No. 1 8 Arrangers the (as defined below) in immediately available funds, all fees in the amounts previously agreed in writing owing to be received on the Amendment No. 8 Arrangers in connection with arranging the 2019-1 Effective Date Term B-7 Loans and the 2019 Term B-8 Loans (each as defined in the Amended Term Loan Agreement) as separately agreed to in writing by Holdings and the Amendment No. 8 Arrangers and (ii) to the Administrative Agent extent invoiced, all reasonable costs and documented out-of-pocket expenses of the Amendment No. 8 Arrangers and the Agent in connection with this Amendment and the transactions contemplated hereby (but limited, in the case of legal fees and expenses, to the reasonable and documented fees and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); (g) subject to subsection (e) above, counsel the conditions precedent set forth in Section 4.2 of the Existing Term Loan Agreement shall have been satisfied both before and after giving effect to the borrowing of Replacement 2019-1 Term B-7 Loans and Replacement 2019 Term B-8 Loans; (h) the Agent shall have received a solvency certificate signed by the Chief Financial Officer of Holdings substantially in the form attached as Exhibit O to the Existing Term Loan Agreement; (i) if requested by the Agent, the Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens (as defined in the Existing Term Loan Agreement) on the assets of the Loan Parties, except for Permitted Liens (as defined in the Administrative Existing Term Loan Agreement) and Liens for which termination statements and releases, satisfactions and releases or subordination agreements satisfactory to the Agent and are being tendered concurrently with the Amendment No. 1 Arrangers) of 8 Effective Date or other arrangements satisfactory to the Administrative Agent for which invoices the delivery of such termination statements and releases, satisfactions and discharges have been presented made; (j) the Agent shall have received a Committed Loan Notice (as defined in the Existing Term Loan Agreement) for the Replacement 2019-1 Term B-7 Loans and the Replacement 2019 Term B-8 Loans; (k) the Agent shall have received, at least five (5) Business Days (as defined in the Existing Term Loan Agreement) prior to the Amendment No. 1 8 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the PATRIOT Act, that has been reasonably requested by the Lenders at least ten (10) Business Days prior to the Amendment No. 8 Effective Date; (el) At to the time of extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) and immediately after giving effect at least five (5) Business Days prior to the Amendment no Default or Event No. 8 Effective Date, such Borrower shall deliver to each Lender that so requests (which request is made through the Agent), a certification regarding beneficial ownership required by the Beneficial Ownership Regulation (the “Beneficial Ownership Certification”) in relation to such Borrower; provided that the Agent has provided such Borrower a list of Default shall have occurred each such Lender and be continuingits electronic delivery requirements at least ten (10) Business Days prior to the Amendment No. 8 Effective Date; (m) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (as defined in the Existing Term Loan Agreement), and to the extent any Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent Borrower and each Loan Party relating thereto, and (ii) evidence of flood insurance as required by Section 9.4 of the Existing Term Loan Agreement and the applicable provisions of the Collateral Documents (as defined in the Existing Term Loan Agreement); and (fn) The Administrative Agent (or its counsel) the Repayment shall have received (A) a certificate of each of (x) Holdings and been consummated prior to or substantially concurrently with the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance effectiveness of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyAmendment.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject solely to the first Business Day on which satisfaction or waiver of each of the following conditions is satisfied:(the “Amendment No. 12 Effective Date Conditions”; and the date on which such conditions are satisfied or waived, the “Amendment No. 12 Effective Date”): (a) The Administrative Agent shall have received (i) from each Existing Tranche B-6 Term Loan Lender with a Tranche B-1 B-8 Term Loan Commitment and from the Additional Tranche B-1 B-8 Term Loan Lenders having Additional Tranche B-1 B-8 Term Loan Commitments equal in principal amount to the amount of Existing Tranche B-6 Term Loans held by Non-Consenting Existing Tranche B-6 Term Loan Lenders and Post-Closing Option Tranche B-8 Lenders, (ii) from the Administrative Agent, and (iii) from the Required Lenders and (iv) from the Borrower Borrowers and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (including, for the avoidance of doubt, in each case of a Cashless Option Tranche B-8 Lender or Post-Closing Option Tranche B-8 Lender, an executed counterpart substantially in the form of Exhibit A hereto) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower Borrowers shall have paid to all Existing Tranche B-6 Term Loan Lenders on the Amendment No. 1 12 Effective Date, simultaneously substantially concurrently with the making of Tranche B-1 B-8 Term Loans under the Amended Credit Agreement, all accrued and unpaid interest on the Existing Tranche B-6 Term Loans to, but not including, the Amendment No. 1 12 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit PartiesBorrowers and Morris, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, as special Delaware counsel for the Borrowers. The BorrowerBorrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinionopinions; (d) The Borrower Borrowers shall have paid (i) the Amendment No. 1 Arrangers Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 12 Effective Date Date, and (ii) the Administrative Agent and the Amendment No. 12 Arrangers, as applicable, all reasonable costs and expenses of the Administrative Agent and the Amendment No. 12 Arrangers, as applicable, for which invoices have been presented prior to the Amendment No. 12 Effective Date (including, without limitation limitation, the reasonable fees, charges and disbursements documented fees and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of 12 Arrangers and the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Datewith respect thereto); (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (i) (A) a certificate of each of (x) Holdings and the BorrowerBorrowers, dated as of the Closing Amendment No. 12 Effective Date, substantially in the form of Exhibit E G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings and or the BorrowerBorrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B) ), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the BorrowerBorrowers, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower Borrowers executing the Credit Documents to which it is a partyparty or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. 12 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; (f) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-8 Term Loans; (g) At the time of and immediately after giving effect to the Amendment, no Event of Default under Section 11.1 or Section 11.5 of the Credit Agreement shall have occurred and be continuing; and (h) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property and, if the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto and (ii) evidence of flood insurance to the extent required pursuant to the Credit Agreement all by the Amendment No. 12 Effective Date. Each Additional Tranche B-8 Term Loan Lender party hereto and each Cashless Option Tranche B-8 Lender and Post-Closing Option Tranche B-8 Lender by delivering its signature page to this Amendment or a Consent to Twelfth Amendment Agreement, as applicable, and providing its applicable Commitment on the Amendment No. 12 Effective Date (as applicable), shall be deemed to have accepted or been satisfied with (or waived) each condition set forth in this Section 3. The Administrative Agent shall notify the Lenders of the Amendment No. 12 Effective Date upon the occurrence thereof, and such notice and the effectiveness of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders and all of the other parties to the Credit Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment or the Amended Credit Agreement. The parties hereto, and each Cashless Option Tranche B-8 Lender and Post-Closing Option Tranche B-8 Lender, hereby agree that notwithstanding any other provision hereof, the Amendment No. 12 Effective Date is December 16, 2024.

Conditions to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective on is subject to the first Business Day on which condition precedent that each of the following conditions is satisfiedbe received by the Agent (unless otherwise waived in writing by the Agent), each of which shall be satisfactory in form and substance to the Agent: (a) The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf executed by each of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendmentparties hereto; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with New Revolving Credit Notes executed by the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective DateBorrower; (c) The Administrative the New Competitive Bid Notes executed by the Borrower; (d) the Acknowledgment and Consent of the Guarantors, substantially in the form of Exhibit C hereto, executed by each of the Guarantors (the "Acknowledgment"); (e) A certificate of the Secretary or Assistant Secretary of the Borrower which certifies as to (i) the incumbency with respect to each of the officers of the Borrower authorized to execute and deliver this Amendment, the New Notes and the other documents in connection therewith and (ii) the truth and correctness of attached copies of the following: (A) all corporate or other necessary action taken by the Borrower (including the resolutions of the board of directors of Borrower) to authorize the execution, delivery and performance of this Amendment, the New Notes and the other documents entered in connection therewith; (B) the certificate of incorporation and by-laws of the Borrower (or a statement that such documents have not been amended, supplemented or otherwise modified from copies of such documents previously delivered to the Agent); and (C) a certificate of existence or other good standing certificate issued by the Secretary of State of the State of Georgia; (f) a certificate executed by a Financial Officer of the Borrower, stating that: (i) on such date, and after giving effect to the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing; (ii) there has been no change which has had or is reasonably likely to have a Materially Adverse Effect since March 31, 1997; (iii) the representations and warranties set forth in Article 6 of the Agreement are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date; and (iv) the Borrower on such date is in compliance with all the terms and provisions set forth in the Credit Agreement on its part to be observed and performed; (g) A certificate of the Secretary or Assistant Secretary of each of the Guarantors which certifies as to (i) the incumbency with respect to each of the officers of such Guarantor authorized to execute and deliver the Acknowledgment and the other documents in connection therewith and (ii) the truth and correctness of attached copies of (A) of all corporate or other necessary action taken by such Guarantor (including the resolutions of the board of directors of such Guarantor) to authorize the execution, delivery and performance of the Acknowledgment and (B) the certificate of incorporation and by-laws of such Guarantor (or a statement that such documents have not been amended, supplemented or otherwise modified from copies of such documents previously delivered to the Agent); (h) payment by the Borrower of a fee equal to $337,500.00 to the Agent shall have received to be distributed to the executed legal opinion Lenders pro rata based upon their Applicable Commitment Percentage of ▇▇▇▇▇the Total Commitments; (i) opinions of (i) Robe▇▇ ▇▇▇▇▇▇▇ & ▇▇, ▇▇▇▇▇▇ LLPquire, special corporate counsel to the Credit Parties. The Borrower, the other Credit Parties Borrower and the Administrative Agent hereby instruct such counsel Guarantors as to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date certain corporate matters, and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ King & ▇▇▇▇▇▇▇ LLPSpalding, counsel for to the Administrative Agent Borrower and the Amendment No. 1 Arrangers) Guarantors regarding the enforceability of the Administrative Amendment, the Credit Agreement as amended by the Amendment, and the New Notes, and such other matters as Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuingits counsel may request; and (fj) The Administrative such other approvals, opinions or documents as the Agent (or its counsel) shall have received (A) a certificate of each of (x) Holdings and the Borrower, dated as of the Closing Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partymay reasonably request.

Conditions to Effectiveness of Amendment. This Amendment shall become effective on the first Business Day on which each of the following conditions is satisfied: (a) The Administrative Agent shall have received (i) from each Existing Initial Term Loan Lender with a Tranche B-1 Term Loan Exchange Commitment and from Additional Tranche B-1 Term Loan Post-Closing Option Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Initial Term Loans held by Non-Consenting Existing Exchanging Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, Agent and (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party (or a Consent) or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;. (b) The Administrative Agent shall have received from each Additional Tranche B-1 Term Lender (other than Post-Closing Option Lenders) an executed counterpart to the applicable Joinder Agreement. (c) The Borrower shall have paid to the Administrative Agent, (i) for the ratable account of each Initial Term Lender, a payment equal to 1% of the aggregate principal amount of Initial Term Loans outstanding immediately prior to the Amendment No. 1 Effective Date, whether or not such Initial Term Lender becomes a Tranche B-1 Term Lender. (d) The Borrower shall have paid to all Existing Non-Exchanging Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing their Initial Term Loans to, but not including, the Amendment No. 1 Effective Date;. (ce) The Administrative Agent shall have received a written opinion (addressed to the executed legal opinion Administrative Agent, the Lenders and the Issuing Banks and dated the Amendment No. 1 Effective Date) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties in form and substance reasonably satisfactory to the Credit PartiesAdministrative Agent. The Borrower, the other Credit Parties Each of Holdings and the Administrative Agent Borrower hereby instruct requests such counsel to deliver such legal opinion;opinions. (df) The Borrower shall have paid (i) the Amendment No. 1 Arrangers Joint Bookrunners the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 ArrangersAgent) of the Administrative Agent for which invoices have been presented at least three Business Days prior to the Amendment No. 1 Effective Date;. (eg) At the time of and immediately after giving effect to the this Amendment no Default or Event of Default shall have occurred and be continuing; and. (fh) The Administrative Agent (or its counsel) shall have received a copy of (Ai) a certificate each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (xin relation to a Loan Party constituted under German law not older than 14 days and certified by the relevant commercial register) Holdings and in relation to a Luxembourg Loan Party an up-to-date excerpt from the Borrower, dated Luxembourg Register in respect of the Luxembourg Loan Party as of the Closing Datedate of this Amendment and a certificate from the Luxembourg Register dated as at the date hereof stating that no judicial decision has been registered with the Luxembourg Register by application of article 13, substantially in items 2 to 11 and 13 and article 14 of the form RCS Law, according to which the Luxembourg Loan Party would be subject to one of Exhibit E to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents judicial proceedings referred to in these provisions of the following clause RCS Law including in particular, bankruptcy (Bfaillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (Bliquidation judiciaire) proceedings, (xii) a copy signature and, to the extent such concept exists, incumbency certificates of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (II) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of Holdings and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Responsible Officers of Holdings and the Borrower each Loan Party executing the Credit Loan Documents to which it is a party, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, setting out, in respect of each Belgian Loan Party, the reasons why the board of directors of that Belgian Loan Party considered that the entry into this Amendment, is of the benefit to that Loan Party, certified as of the Amendment No. 1 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (i) To the extent required and requested by any Additional Tranche B-1 Term Lenders at least three Business Days prior to the Amendment No. 1 Effective Date, the Administrative Agent shall have received all documentation and other information about the Loan Parties as shall have been requested in writing by such Additional Tranche B-1 Term Lenders that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (j) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the accuracy of the representations set forth in paragraphs (b) and (c) of Section 2 hereof. (k) The Administrative Agent shall have received a Consent to this Amendment from each Revolving Lender.

Conditions to Effectiveness of Amendment. This Section 1 of this Amendment shall become effective on as of the first Business Day date (the “Fourth Amendment Effective Date”) on which each of the following conditions is satisfiedhave been satisfied or waived: (a) The Administrative Agent shall have received (i) from each Existing Term Loan Lender with a Tranche B-1 Term Loan Commitment and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan Commitments equal in principal amount to the amount of Existing Term Loans held by Non-Consenting Existing Term Loan Lenders and Post-Closing Option Lenders, (ii) from the Administrative Agent, (iii) from the Required Lenders and (iv) from the Borrower and each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Borrower shall have paid to all Existing Term Loan Lenders on the Amendment No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit Agreement, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date; (c) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; (d) The Borrower shall have paid (i) the Amendment No. 1 Arrangers the fees in the amounts previously agreed in writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Administrative Agent and the Amendment No. 1 Arrangers) of the Administrative Agent for which invoices have been presented prior to the Amendment No. 1 Effective Date; (e) At the time of and immediately after giving effect to the Amendment no Default or Event of Default shall have occurred and be continuing; and (f) The Administrative Agent (or its counsel) shall have received (Ai) a certificate duly executed and completed counterpart hereof that bears the signature of the Borrower and each other Loan Party, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (iii) a duly executed and completed counterpart hereof that bears the signature of each of the Lenders party hereto (xcomprising the Required Lenders); (b) Holdings The Administrative Agent shall have received an Acknowledgment and the Borrower, dated as of the Closing Date, substantially Confirmation in the form of Exhibit E Annex I hereto from an authorized officer of each Loan Party; (c) The Administrative Agent shall have received (i) reimbursement of reasonable and documented out of pocket expenses (to the Credit Agreement, extent invoiced no later than three Business Days prior to the Fourth Amendment Effective Date) in connection with appropriate insertions, executed by any Authorized Officer this Amendment and the Secretary or any Assistant Secretary of Holdings and the Borrower, as applicable, and attaching the documents referred to other transactions contemplated hereby in the following clause (B) and (B) (x) a copy accordance with Section 9.03 of the resolutions of the board of directors or other managers of Holdings and the Borrower authorizing (I) the execution, delivery, and performance of this Amendment (and any agreements relating thereto) to which it is a party and the performance of the obligations under the Amended Credit Agreement and (IIii) on behalf of itself, its Affiliates and each Lender consenting to this Amendment, all fees owed to it, its Affiliates and/or such Lender on or prior to the date hereof; (d) The Administrative Agent shall have received at least two (2) Business Days prior to the Fourth Amendment Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least five (5) Business Days prior to the case of Fourth Amendment Effective Date by the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and ByAdministrative Agent required by regulatory authorities under applicable Anti-Money Laundering Laws, Certificate of Formation including the USA PATRIOT Act and Operating Agreement or other comparable organizational documents, as applicable, of Holdings “know your customer” rules and regulations; and (e) The Administrative Agent shall have received the Approved Budget in form and substance satisfactory to the Administrative Agent and the Borrower and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrower executing the Credit Documents to which it is a partyRequired Lenders.