Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"): (a) The representations and warranties contained in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment The effectiveness of this Confirmation on the Effective Date shall become effective only upon be subject to the satisfaction in full or waiver by Dealer of the following conditions precedent, unless waived in writing by conditions: (i) the Agents (condition that the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"): (a) The representations and warranties of Counterparty contained in this Amendment the Underwriting Agreement dated May 2, 2019 between Counterparty, the representatives of the several underwriters named in Schedule I thereto, and in the Loan Documents shall be Forward Sellers (as such term is defined therein) (the “Underwriting Agreement”) and any certificate delivered pursuant thereto by Counterparty are true and correct in on such date as if made as of such date, (ii) the condition that Counterparty has performed all material respects (except that such materiality qualifier shall not of the obligations required to be applicable to any representations performed by it under the Underwriting Agreement on or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject prior to such qualificationdate, (iii) on and the condition that Counterparty has delivered to Dealer an opinion of counsel dated as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier dateDate, in form and substance as previously agreed between Counterparty and Dealer; provided that any such opinion may contain customary exceptions and qualifications, (iv) all of the conditions set forth in Section 6 of the Underwriting Agreement and (v) the condition, as determined by Dealer in good faith and in a commercially reasonable manner, that neither of the following has occurred (A) Dealer or its affiliate is unable through commercially reasonable efforts to borrow and deliver for sale a number of Shares equal to the Initial Number of Shares in connection with establishing a commercially reasonable hedge position or (B) in Dealer’s commercially reasonable judgment either it is impracticable to do so or Dealer or its affiliate would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so (in which case such representations and warranties event this Confirmation shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in effective but the text thereof, which representations and warranties Number of Shares for this Transaction shall be true and correct in all respects subject the number of Shares Dealer (or its affiliated Forward Seller) is required to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective deliver in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each Section 3 of the Loan PartiesUnderwriting Agreement).

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of the date (the “Effective Date”) on which the Administrative Agent and Required Lenders have received (or waived receipt of) the following conditions precedentdocuments and other evidence, unless waived each in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):form and substance satisfactory to them: (a) The this Amendment, signed by all Obligors party to it; (b) the representations and warranties contained in Section 5 and in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and and (c) no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or shall result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full as of the date first written above when each of the following conditions precedent, unless is satisfied (or waived in writing by accordance with Section 10.1 of the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"Credit Agreement): (a) The the Administrative Agent shall have received counterparts of this Agreement duly executed and delivered by the Borrower, the Extending Banks and any other Bank; (b) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments in effect immediately prior to giving effect to the Subject Extension; (c) the representations and warranties of the Borrower contained in this Amendment Section 6.1 of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent that such any representation and warranty is qualified by materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, in which representations case such representation and warranties warranty shall be true and correct in all respects subject to such qualificationrespects) on and as of the Amendment Effective Date as though made on and as of such date hereof (unless such except for those representations or warranties are stated or parts thereof that, by their terms, expressly relate solely to relate to an earlier a specific date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier specific date) (except ), before and after giving effect to the extent any such representation or warranty is incorrect solely by reason Subject Extension as though made on and as of the occurrence date hereof; (d) at the time of and continuance of any Specified Event); and immediately after giving effect to the Subject Extension, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have has occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.continuing; (be) The Agents the Administrative Agent shall have received a certificate dated as of the date hereof of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in Section 4(c) and Section 4(d); and (f) the Borrower shall have paid to the Administrative Agent (for its own account and the Lenders shall have executed this Amendment and received counterparts account of a Bank, as applicable) all fees required to this Amendment which bear be paid to it (in any such capacity) by the signatures of each of Borrower on or before the Loan Partiesdate hereof under Section 5.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full full, in a manner satisfactory to the Agent, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment “Effective Date"”): (a) The Agent shall have received the following documents or items, each in form and substance satisfactory to Agent and its legal counsel: (i) this Amendment duly executed by Borrower and Agent; (ii) any fees and expenses due and owing by Borrower to Agent and the Lenders shall have been paid in full; and (iii) all other documents Agent may reasonably request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) After giving effect to this Amendment, the representations and warranties contained in this Amendment herein and in the Loan Documents Credit Agreement and the Other Documents, shall be true and correct in all material respects (as of the date hereof, as if made on the date hereof, except to the extent that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to expressly relate solely to an earlier date, date (in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations complete on and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date); (c) (except After giving effect to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and this Amendment, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.continuing; (bd) The Agents and Each document (including any Uniform Commercial Code financing statement) required by the Lenders Credit Agreement, any related agreement or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have executed been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; and (e) All corporate proceedings taken by Borrower in connection with the transactions contemplated by this Amendment and received counterparts all documents, instruments and other legal matters incident thereto shall be satisfactory to this Amendment which bear the signatures of each of the Loan PartiesAgent and its legal counsel.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full (or waiver by the Agents), in a manner satisfactory to the Agents, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Second Amendment Effective Date"): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and each Lender. (b) The representations and warranties contained in this Amendment Amendment, in the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Loan Documents shall be date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date as though made on and as of the Second Amendment Effective Date, except to the extent that any such date (unless such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (c) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (bd) After giving effect to the Revolving Loans to be made on the Second Amendment Effective Date and the payment of all fees (including the fees payable pursuant to Section 2.06 and Section 12.04 of the Financing Agreement), costs and expenses in connection with this Amendment, Availability shall not be less than $8,500,000 and (ii) all liabilities of the Loan Parties shall be current. The Administrative Borrower shall deliver to the Collateral Agent a certificate of the chief financial officer of the Administrative Borrower certifying as to the matters set forth in clauses (i) and (ii) above and containing a reasonably detailed calculation of Availability. (e) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the making of the Revolving Loans on the Second Amendment Effective Date shall have been obtained and shall be in full force and effect. (f) There shall exist no claim, action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority which relates to the Loans or which could reasonably be expected to have a Material Adverse Effect. (g) The Agents and the Lenders shall have received all documentation and other information reasonably requested prior to the Second Amendment Effective Date that is required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Patriot Act, and all such documentation and other information shall be in form and substance reasonably satisfactory to the Agents and the Lenders. (h) The Collateral Agent shall have determined, in its reasonable discretion, that no event or development shall have occurred since September 30, 2016 which could reasonably be expected to have a Material Adverse Effect. (i) The making of the Revolving Loans on the Second Amendment Effective Date shall not contravene any law, rule or regulation applicable to any Secured Party (it being understood that as of the date hereof, the Agents and the Lenders do not have knowledge of any applicable law, rule or regulation that would cause the Loans to be made or issued by the Agents and the Lenders to be in contravention of any law, rule or regulation applicable to any Agent or any Lender). (j) The Borrowers shall have paid on or before the Second Amendment Effective Date all fees, costs, expenses and taxes then payable pursuant to Section 2.06 of the Financing Agreement and Section 12.04 of the Financing Agreement. (k) The Agents shall have received the financial statements, Compliance Certificate and other information required under Section 7.01(a)(ii) and (iv) of the Financing Agreement for the fiscal quarter ending March 31, 2017. (l) The Agents shall have received evidence, in form and substance reasonably satisfactory to them, that not less than $4,800,000 has been contributed by the Parent in the form of cash equity contributions (which shall be in the form of common stock or preferred stock constituting Qualified Equity Interests) (the "Vertex Equity Contribution"). The proceeds of the Vertex Equity Contribution and the Revolving Loans made on the Second Amendment Effective Date (such Revolving Loans not to exceed $8,100,000) shall be sufficient to consummate the Vertex Acquisition and pay all related fees and expenses. (m) The Administrative Agent shall have received an amendment fee equal to $20,000 which Borrowers acknowledge was fully earned and payable upon execution of this Amendment. (n) The Collateral Agent shall have received on or before the Second Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Second Amendment Effective Date: (i) the Second Amendment Disbursement Letter, duly executed by the Agents, the Lenders and the Loan Parties; (ii) the results of searches for any effective UCC financing statements, tax Liens or judgment Liens filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens); (iii) a certificate of an Authorized Officer of each Loan Party, certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Second Amendment Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by this Amendment and received counterparts the other Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which bear such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Amendment and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers and (D) as to the matters set forth in Sections 5(b) and 5(c) of this Amendment; (iv) a certificate of the chief financial officer of the Parent certifying compliance with the covenants set forth in Section 7.03 of the Financing Agreement, as amended hereby; (v) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Second Amendment Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions; (vi) a certificate of the chief financial officer of the Parent, certifying as to the solvency of the Loan Parties, taken as a whole (after giving effect to the Loans made on the Second Amendment Effective Date), which certificate shall be substantially in the form of the certificate delivered on the Effective Date pursuant to Section 5.01(d)(xi); (vii) fully executed copies of the Vertex APA and the Vertex Acquisition Collateral Assignment, each in form and substance satisfactory to the Collateral Agent; (A) a termination of security interest in Intellectual Property for each assignment for security recorded by any Person at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of Vertex Business Services, LLC that constitutes Transferred Assets (as defined in the Vertex APA), and (B) UCC-3 termination statements for all UCC-1 financing statements filed by any Person and covering any portion of the Collateral that includes Transferred Assets; and (ix) a Notice of Borrowing pursuant to Section 2.02 of the Financing Agreement.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of all of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon on which all such conditions have been satisfied or waived, being referred to herein as the case may be, by the Agents being herein called the "“Eighteenth Amendment Effective Date"”): (a) The Administrative Agent, Collateral Agent, Borrower, Parent, Guarantors and Lenders shall have executed this Amendment, and each such Borrower, Parent, Guarantor and each Lender shall have delivered its executed counterpart to this Amendment to Administrative Agent. (b) Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Eighteenth Amendment Effective Date from the chief financial officer of the Parent in substantially the form of Exhibit I to the Credit Agreement. (c) Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying that: (i) before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the transactions contemplated by this Amendment; and (ii) each of the representations and warranties contained or incorporated by reference in Section 9 of this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of the Eighteenth Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such date (unless date, except to the extent that such representations or and warranties are stated to expressly relate solely to an earlier date, date (in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon satisfaction is subject to the fulfillment, in full a manner satisfactory to the Agent, of each of the following conditions precedent, unless precedent (the date such conditions are fulfilled or waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, Agent is hereinafter referred to as the case may be, by the Agents being herein called the "“Amendment Effective Date"”): (a) The representations and warranties contained of the Servicer and Bosco set forth herein, in this Amendment Section 6 of the Loan Servicing Agreement and in each other Loan Document and certificate or other writing delivered to the Loan Documents Agent pursuant hereto on or prior to the Amendment Effective Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable after giving effect to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) this Amendment on and as of the Amendment Effective Date as though made on and as of such date (unless except to the extent such representations or and warranties are stated to expressly relate to an earlier date), in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in following the text thereofexecution of this Amendment, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.; (b) The Agents Bosco and the Lenders Servicer shall have executed this Amendment and shall have received counterparts a counterpart to this Amendment; (c) Bosco and the Servicer shall have delivered such other agreements, documents and instruments as Administrative Agent may otherwise require, all of which shall be in form and substance satisfactory to Agent and its legal counsel; (d) Bosco shall have reimbursed Administrative Agent for all legal and other fees incurred by Agent in connection with the preparation of this Amendment; and (e) All proceedings taken in connection with the transactions contemplated by this Amendment which bear the signatures of each of the Loan Partiesand all documents, instruments and other legal matters incident thereto shall be satisfactory to Administrative Agent and its counsel.

Conditions to Effectiveness. This Amendment shall become effective and be deemed effective as of the date when, and only upon satisfaction in full when, all of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as determined in Agent’s discretion (the case may be, by the Agents date of such effectiveness being herein called the "“First Amendment Effective Date"”): (a) The representations and warranties contained herein, in this Amendment the Credit Agreement and in each other Loan Document and certificate or other writing delivered to Agent or any Lender pursuant hereto on or prior to the Loan Documents First Amendment Effective Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date date hereof as though made on and as of such date (unless except to the extent that such representations or and warranties are stated to relate solely to an earlier date, in which case case, such representations and warranties shall be are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations on and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date). (b) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the First Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (bc) The Agents and the Lenders Agent shall have executed this Amendment received evidence that appropriate financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral, and Agent shall have received counterparts searches reflecting the filing of all such financing statements, and evidencing the absence of any Liens on the Collateral, other than Liens acceptable to this Amendment which bear the signatures of Agent; (d) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect: (i) this Amendment; (ii) the Consent and Affirmation set forth as Exhibit C to this Amendment; (iii) the First Amendment to Fee Letter; (iv) the Joinder No. 1 to Security Agreement; (v) the Guaranty; (vi) the Joinder and Reaffirmation Agreement; (vii) the Trademark Security Agreement; (viii) certificates from the Secretary or the General Counsel of each Loan Party (including each Additional Loan Party) (A) attesting to the resolutions of such Person’s Board of Directors authorizing its execution, delivery, and performance of the Amendment (in the case of Parent and Borrower) and the other Loan Documents to which such Person is a party, (B) authorizing specific officers of such Person to execute the same, and (C) attesting to the incumbency and signatures of such specific officers of such Person; (ix) copies of each Additional Loan Party’s Governing Documents, as amended, modified, or supplemented to the First Amendment Effective Date, certified by the Secretary or the General Counsel of such Person; (x) certificates from the Secretary or the General Counsel of each Loan Party (other than Additional Loan Parties) certifying that such Loan Party’s Governing Documents have not been amended, modified, or supplemented since the Closing Date; (xi) a certificate of status (or equivalent) with respect to each Loan Party (including each Additional Loan Party), dated within 10 days of the First Amendment Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Person, which certificate shall indicate that such Person is in good standing in such jurisdiction; (xii) certificates of status (or equivalent) with respect to each Loan Party (including each Additional Loan Party), each dated within 30 days of the First Amendment Effective Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Person) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Person is in good standing in such jurisdictions; (xiii) a certificate of insurance, together with the endorsements thereto, as are required by Section 5.6 of the Credit Agreement; (xiv) an opinion of G▇▇▇▇▇▇ Procter LLP, counsel to the Loan Parties (including the Additional Loan Parties); (xv) an opinion of M▇▇▇▇▇ and C▇▇▇▇▇, counsel to Parent; (xvi) Agent shall have received a certificate from the chief financial officer or president of each Loan Party (including each Additional Loan Party) certifying as to (A) the truth and accuracy of the representations and warranties of the Loan Parties (including the Additional Loan Parties) contained herein, in Section 4 of the Credit Agreement and in the other Loan Documents and (B) the absence of any Defaults or Events of Default; and (xvii) the Copyright Security Agreement.

Conditions to Effectiveness. This Amendment shall become effective only as of the Amendment Effective Date and enforceable against the parties hereto upon satisfaction in full the occurrence of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Amendment, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, and the Required Lenders. (b) The Administrative Agent, for the ratable benefit of the Lenders, shall have received, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower under the Loan Documents, including all reasonable fees, expenses and disbursements of counsel for the Administrative Agent. (c) The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as the Administrative Agent or its special counsel may reasonably request prior to the Amendment Effective Date, and all such documents shall be in form and substance satisfactory to the Administrative Agent. (d) The representations and warranties contained in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of date hereof except to the extent that any such date (unless such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, in which case such representations and warranties it shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); , and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termscontinuing. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full The effectiveness of the following conditions precedent, unless waived in writing --------------------------- amendments and waivers made by this Amendment to the Agreement is subject to its execution by the Agents (Agent and the first date upon which all such conditions have been satisfied Issuer and the Agent's receipt on or waived, as before the case may be, by the Agents being herein called the "Amendment Effective Date"): Date of (a) The counterparts of this Amendment signed by the Borrower and the Required Lenders, (b) receipt by the Agent of the amendment fee provided for in Section 3 of this Amendment and (c) each of the following, in sufficient number for each of the Lenders, the Co-Agents and the Issuer and in form and substance reasonably satisfactory to the Agent: (i) a copy, certified by the Secretary of the Borrower under date of the Amendment Date, of the resolutions adopted by Owners Committee Action taken by the Owners Committee in accordance with the applicable requirements of the Regulations to authorize the execution and delivery of this Amendment and the carrying out of the provisions hereof and of the Agreement, as amended hereby; (ii) a certificate of a Responsible Officer, dated the Amendment Date, to the effect that on and as of the Amendment Date, after giving effect to this Amendment, (A) the representations and warranties contained set forth in this Amendment and in Article V of the Loan Documents shall be Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and unless made as of a specific date as set forth in that Article) and (B) no Default exists; and (iii) an opinion of the general counsel of the Borrower, dated the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier dateDate, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default effect that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termshas been duly authorized by Owners Committee Action and validly executed and delivered by the Borrower. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):: (a) The Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) no Default or Event of Default shall have occurred and be continuing on the date hereof after giving effect to this Amendment; (c) after giving effect to this Amendment, each of the representations and warranties contained made by the Loan Parties in this Amendment and and/or in the any other Loan Documents Document shall be true and correct in all material respects on and as of the date hereof except (except i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations or and warranties that are already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof; (d) Borrowers shall have paid to Agent, which representations for the account of each Lender, all fees and warranties shall be true all reasonable and correct in all respects subject to such qualificationdocumented out-of-pocket expenses under the Credit Agreement, this Amendment and the other Loan Documents (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason fees and expenses have been invoiced to Borrowers at least one (1) Business Day prior to the date hereof; and (e) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and ▇▇▇▇▇ Fargo Bank, National Association as the sole lenders party thereto (the "ABL Amendment"), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) ABL Amendment shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents been satisfied and the Lenders ABL Amendment shall have executed this Amendment be in full force and received counterparts to this Amendment which bear the signatures of each of the Loan Partieseffect.

Conditions to Effectiveness. This Amendment Each Incremental Facility shall become effective only upon satisfaction in full as of the following conditions precedent, unless waived in writing by applicable Incremental Effective Date; provided. (i) (A) no Default or Event of Default shall exist on such Incremental Effective Date before or after giving effect to such Incremental Facility and the Agents borrowings thereunder; and (B) both before and after giving effect to such Incremental Facility and the first date upon which all such conditions have been satisfied or waivedborrowings thereunder, as the case may be, by the Agents being herein called the "Amendment of such Incremental Effective Date"): (a) The , the representations and warranties contained in this Amendment herein and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, which shall be true and correct in all respects subject to such qualificationrespects) on and as of that Credit Date to the Amendment Effective Date same extent as though made on and as of such date (unless that date, except to the extent such representations or and warranties are stated to specifically relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, which shall be have been true and correct in all respects subject to such qualificationrespects) on and as of such earlier date; and (ii) on a pro forma basis after giving effect to such Incremental Facility the borrowings thereunder and application of proceeds thereof, Borrower shall be in compliance with Section 7.11 as of the last day of the most recent calendar month ended for which financials statements have been delivered pursuant to Section 6.4(a) or (except b), as demonstrated by a pro forma Compliance Certificate delivered to the extent any such representation Agent on or warranty is incorrect solely by reason of before the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment applicable Incremental Effective Date or result from this Amendment becoming effective in accordance with its termsDate. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full as of the date on which each of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have has been satisfied or waivedsatisfied, as the case may be, determined by the Agents being herein called the "Amendment Effective Date"):Agent in its sole discretion: (a) The Borrowers shall have delivered to Agent this Agreement duly executed by an authorized officer of each Borrower; (b) Borrowers shall have delivered to Agent that certain fee letter, dated as of or before the date hereof, from Agent to Alphatec Holdings and agreed and accepted by Borrowers; (c) after giving effect to the agreements contained herein, all of the representations and warranties contained of Borrowers set forth in this Amendment the herein and in the Loan other Financing Documents shall be are true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject of such representation or warranty) with respect to such qualification) on and Borrower as of the Amendment Effective Date as though made on and as of date hereof except to the extent that any such representation or warranty relates to a specific date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be were true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations of such representation or warranty) on and warranties shall be true and correct in all respects subject to such qualification) as of such earlier datedate (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (d) (except after giving effect to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents (other than Existing Events and such parties’ delivery of Default and Events of Default that may arise because of any Specified Eventtheir respective signatures hereto shall be deemed to be its certification thereof); (e) Borrower shall have occurred delivered such other documents, information, certificates, records, permits, and be continuing on filings as the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.Agent may reasonably request; and (bf) The Agents and the Lenders Agent shall have executed this Amendment and received counterparts from Borrowers all of the fees owing pursuant to this Amendment which bear the signatures Agreement, including without limitation, Agent’s reasonable out-of-pocket legal fees and expenses pursuant to Section 5 of each of the Loan Partiesthis Agreement.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction in full of the following conditions precedentprecedent in a manner satisfactory to Lenders, unless specifically waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):Lenders: (a) Lenders shall have received all of the following, each in form and substance satisfactory to each of the Lenders in its sole discretion, and, where applicable, each duly executed by each party thereto, other than Lenders: (i) This Amendment, duly executed by Borrowers; and (ii) All other documents Lenders may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) The representations and warranties contained in this Amendment herein and in the Loan Documents Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date date hereof, as though if made on and as of such the date (unless such representations or warranties are stated to relate to an earlier datehereof, in which case except for such representations and warranties shall be true as are by their express terms limited to a specific date and correct taking into account any amendment to schedules or exhibits as a result of any disclosure made by Borrowers to Collateral Agent after the Closing Date and approved in all material respects writing by the Collateral Agent. (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "c) Material Adverse Effect" in the text thereof, which representations and warranties Effect or Material Adverse Change shall have occurred or be true and correct in all respects subject reasonably expected to such qualificationoccur. (d) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date continuing, unless such Default or result from this Amendment becoming effective Event of Default has been otherwise specifically waived in accordance with its termswriting by Lenders. (be) The Agents and All corporate proceedings taken in connection with the Lenders shall have executed transactions contemplated by this Amendment and received counterparts to all documents, instruments and other legal matters incident thereto shall be duly authorized and executed. (f) Payment by Borrowers of all fees and costs incurred by Lender in preparation and execution of this Amendment which bear the signatures of each of the Loan PartiesAmendment.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full (or waiver by the Administrative Agent), in a manner satisfactory to the Administrative Agent, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Second Amendment Effective Date"): (a) The Administrative Agent shall have received this Amendment, duly executed by the Loan Parties, the Administrative Agent and the Required Lenders. (b) The Administrative Agent shall have received an amendment to the ABL Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Loan Parties, the ABL Administrative Agent and the "Required Lenders" under the ABL Credit Agreement. (c) The representations and warranties contained in this Amendment Amendment, in the Credit Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Loan Documents shall be date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date as though made on and as of the Second Amendment Effective Date, except to the extent that any such date (unless such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (d) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (be) The Agents Administrative Agent and the Lenders Lenders, as applicable, shall have executed this received payment of all fees, expenses and other amounts due and payable to them on or prior to the Second Amendment and received counterparts to this Amendment which bear the signatures Effective Date, including any reimbursement or payment of each all out-of-pocket expenses of the Administrative Agent, the Lenders and their respective Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders) required to be reimbursed or paid by the Borrower hereunder, or under any other Loan PartiesDocument.

Conditions to Effectiveness. This Amendment shall become effective (the “Fourteenth Amendment Effective Date”) only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):: (a) The Collateral Agent shall have received counterparts of this Amendment that bear the signatures of each Credit Party, each Agent and the Requisite Lenders. (b) Except as set forth in the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment and the Thirteenth Amendment, the representations and warranties contained herein, in this Amendment Section IV of the Credit Agreement and in the Loan Documents shall be each other Credit Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fourteenth Amendment Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations on and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date). (c) Borrower shall have paid to Administrative Agent all amounts due and owing to any Agent or any Lender in connection with this Amendment and the Credit Documents. (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no d) No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Fourteenth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (be) The Agents and the Lenders shall have executed this Amendment and received counterparts All legal matters incident to this Amendment which bear shall be reasonably satisfactory to the signatures of each of the Loan PartiesAgents and their respective counsel.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (on the first date upon which all (such date, the “Third Amendment Effective Date”) when, and only when, each of the conditions set forth below shall have been satisfied or waived, as in accordance with the case may be, by the Agents being herein called the "Amendment Effective Date"):terms herein: (a) The the Agent and the Lenders party hereto shall have received duly executed counterparts of this Amendment by the Borrower, Holdings, Manufacturing and each such Lender constituting the Required Lenders; (b) the Agent, the Collateral Agent and the Lenders party hereto shall have received all other fees and amounts due and payable on or prior to the Third Amendment Effective Date, including reimbursement or payment of all reasonable and documented or invoiced out-of-pocket costs and expenses associated with this Amendment, such costs and expenses to be limited in the case of legal costs and expenses to the Attorney Costs; (c) the representations and warranties contained set forth in this Amendment and in the or any other Loan Documents Document shall be true and correct in all material respects (except and any representation and warranty that such materiality qualifier shall not be applicable to any representations or warranties that already are is qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties Effect shall be true and correct in all respects subject to such qualificationrespects) on and as of the Third Amendment Effective Date as though made on and as of such date (unless Date, except to the extent that such representations or and warranties are stated to relate specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except and any representation and warranty that such materiality qualifier shall not be applicable to any representations or warranties that already are is qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties Effect shall be true and correct in all respects subject to such qualificationrespects) as of such earlier date; (d) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from shall result, in each case, after giving effect to this Amendment becoming effective in accordance with its terms.Amendment; and (be) The Agents the Agent and the Lenders party hereto shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each a certificate signed by a Responsible Officer of the Loan PartiesBorrower certifying as to the satisfaction of the conditions set forth in paragraphs (c) and (d) of this Section 2.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"): (a) The representations and warranties contained in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon satisfaction in full (the date of such effectiveness, the “Amendment Effective Date”) is subject to the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):precedent that: (a) The this Amendment shall have been duly executed by an Authorized Officer of the Borrower and each Guarantor and the Agents and the Lenders and delivered to the Agents; (b) after giving effect to this Amendment, each of the representations and warranties contained made by each Loan Party in this Amendment and in or pursuant to the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though if made on and as of such date (unless such representations or and warranties are stated to relate to an a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date); (c) (except after giving effect to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and this Amendment, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on such date; (d) the Borrower shall have engaged a financial consultant satisfactory to the Agents in their sole discretion and on terms and conditions satisfactory to the Agents in their sole discretion, and the Borrower shall provide a fully executed copy of such engagement letter to the Agents, certified by the Chief Financial Officer of the Borrower as true, complete and correct and as being in full force and effect as of the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.Date; (be) The the Agents shall be satisfied all fees and expenses of the Agents and the Lenders (including, without limitation, fees and expenses of counsel) shall have executed this Amendment be paid in full, it being understood that such fees and received counterparts expenses may be charged to the Borrower’s Loan Account; and (f) all other legal matters incident to this Amendment which bear shall be satisfactory to the signatures of each of the Loan PartiesAgents and their counsel.

Conditions to Effectiveness. This Amendment Agreement shall become effective and be deemed effective as of the date when, and only upon satisfaction in full when, all of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):satisfied: (a) The Agent shall have received (i) a copy of this Agreement, duly authorized, executed and delivered by the Loan Parties, Agent and Lenders and (ii) an executed copy of the Consent and Reaffirmation in the form attached hereto as Annex I; (b) Agent shall have received a fully executed agreement amending certain provisions of the Term Loan Agreement, in form and substance reasonably acceptable to Agent; (c) the representations and warranties of the Loan Parties contained in this Amendment Agreement, the Credit Agreement and in the other Loan Documents shall be true true, correct and correct complete in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date hereof (unless except to the extent such representations or and warranties are stated to specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date); (d) (except to the extent any such representation or warranty is incorrect solely by reason Borrower shall have paid all fees costs and expenses due and payable as of the occurrence date hereof under the Credit Agreement and continuance of any Specified Event)the other Loan Documents, including without limitation all attorney's fees and expenses incurred by Agent; and and (e) no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date date hereof or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each as of the Loan Partiesdate of the effectiveness of this Agreement.

Conditions to Effectiveness. This Amendment shall become effective only upon The effectiveness of the Limited Waiver Modification and Extension is subject to the satisfaction in full of the following conditions precedent, unless specifically waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):Administrative Agent: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrowers, the other Credit Parties and Lenders constituting at least the Required Lenders; (b) The representations and warranties contained in this Amendment herein and in the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents shall be true and correct in all material respects (except that such or if the applicable representation or warranty is not qualified by a materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereofqualifier, which representations and warranties shall be true and correct in all respects subject to such qualificationmaterial respects) on and with the same effect as of the Amendment Effective Date as though if made on and as of such the date hereof (unless such representations or warranties are except to the extent stated to relate to an a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such or if the applicable representation or warranty is not qualified by a materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereofqualifier, which representations and warranties shall be true and correct in all respects subject to such qualificationmaterial respects) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or (c) No Event of Default (other than Existing the Specified Events of Default and Events Default) or Unmatured Event of Default that may arise because of any Specified Event) shall have occurred and be continuing on continuing; (d) The Borrowers shall pay the Limited Waiver Extension Fee simultaneously with the execution and delivery of this Agreement; (e) The Borrowers shall reimburse the Administrative Agent, simultaneously with the execution and delivery of this Agreement, for all of the costs and expenses referred to in Section 8.05 hereof which have accrued as of the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. and Restatement Date; and (bf) The Agents and the Lenders Administrative Agent shall have executed this Amendment received such other documents (in form and received counterparts substance reasonably satisfactory to this Amendment which bear the signatures of each of Administrative Agent) as reasonably requested by the Loan PartiesAdministrative Agent.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"): (a) The Borrowers shall have paid on or before the Amendment Effective Date the Amendment No. 3 PIK Fee, which fee shall be fully earned, due and payable to Administrative Agent on the Amendment Effective Date and added to the principal amount of the Term Loan. (b) The representations and warranties contained in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (bc) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction The effectiveness of this Consent is subject to the fulfillment, in full a manner satisfactory to the Origination Agent, of the following conditions precedent, unless waived in writing by the Agents condition precedent (the first date upon which all such conditions condition shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment “Consent Effective Date"”): (a) The Agents and the Required Lenders shall have executed this Consent and received a counterpart of this Consent that bears the signatures of each Loan Party. (b) The representations and warranties contained in this Amendment Consent and in Article VI of the Financing Agreement and in each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Consent Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (c) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Consent Effective Date or result from this Amendment Consent becoming effective in accordance with its terms. (bd) The Agents and Borrowers shall have paid on or before the Consent Amendment Effective Date a consent fee to the Administrative Agent, for the benefit of the Lenders in accordance with their Pro Rata Shares, in an amount equal to $595,563.75 in cash. (e) The Borrowers shall have executed this paid on or before the Consent Amendment Effective Date all fees, costs and received counterparts expenses then payable pursuant to this Amendment which bear the signatures of each Section 2.06 and Section 12.04 of the Loan PartiesFinancing Agreement, including, without limitation, the reasonable fees and expenses of S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, counsel to the Origination Agent.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction (or waiver by the Required Lenders and the Required FILO Lenders and in full the case of conditions set forth in clauses (c), (d), (e) and (f) below, substantially concurrent satisfaction thereof) of each of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon on which all such conditions have been are satisfied or waived, being referred to herein as the case may be, by the Agents being herein called the "“Fourth Amendment Effective Date"”): (a) The After giving effect to this Amendment, the representations and warranties contained in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fourth Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Fourth Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents Administrative Agent, the FILO Agent and Lenders constituting the Required Lenders shall have duly executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties. (c) The Administrative Agent and the FILO Agent shall have received an executed copy of an At Market Issuance Sales Agreement (the “Sales Agreement”) between the Company and ▇. ▇▇▇▇▇ Securities, Inc. (“▇. ▇▇▇▇▇”), with respect to an at-the-market offering program (“ATM Program”) under which the Company may offer and sell up to $300,000,000 of its shares of common stock, through ▇. ▇▇▇▇▇ as sales agent, substantially in the form of Annex B hereto. (d) The Company shall have on file with the SEC an effective Form S-3, including a base prospectus, and the Company shall have supplemented such base prospectus with a prospectus supplement, related to the ATM Program. (e) The Administrative Agent and the FILO Agent shall have received evidence of the termination, cancellation and retirement of the Company’s Warrant to Purchase Series A Convertible Preferred Stock, PW-001, in form and substance acceptable to the Administrative Agent and the FILO Agent. (f) The Administrative Agent and the FILO Agent shall have received an executed copy of the Common Stock Purchase Agreement (the “Equity Commitment Agreement”) between the Company and an affiliate of ▇. ▇▇▇▇▇, substantially in the form of Annex C hereto, pursuant to which ▇. ▇▇▇▇▇ or an affiliate thereof commit to purchase up to $1,000,000,000 of the Company’s shares of common stock, which purchase commitment will be subject to, among other terms set forth in the Equity Commitment Agreement, the effectiveness of a registration statement on Form S-1 to be filed by the Company with the SEC.

Conditions to Effectiveness. This Amendment shall become effective (the “Twelfth Amendment Effective Date”) only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):: (a) The Collateral Agent shall have received counterparts of this Amendment that bear the signatures of each Credit Party, each Agent and the Requisite Lenders. (b) Except as set forth in the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment and the Eleventh Amendment, the representations and warranties contained herein, in this Amendment Section IV of the Credit Agreement and in the Loan Documents shall be each other Credit Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Twelfth Amendment Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations on and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date). (c) Borrower shall have paid to Administrative Agent all amounts due and owing to any Agent or any Lender in connection with this Amendment and the Credit Documents. (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no d) No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Twelfth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (be) The Agents and the Lenders shall have executed this Amendment and received counterparts All legal matters incident to this Amendment which bear shall be reasonably satisfactory to the signatures of each of the Loan PartiesAgents and their respective counsel.

Conditions to Effectiveness. This Amendment Agreement shall become effective and be deemed effective as of the date when, and only upon satisfaction in full when, all of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):satisfied: (a) The Agent shall have received (i) a copy of this Agreement, duly authorized, executed and delivered by the Loan Parties, Agent and Lenders and (ii) an executed copy of the Consent and Reaffirmation in the form attached hereto as Annex I; (b) Agent shall have received a copy of the Limited Consent executed by the Term Loan Agent in form and substance satisfactory to Agent; (c) the representations and warranties of the Loan Parties contained in this Amendment Agreement, the Credit Agreement and in the other Loan Documents shall be true true, correct and correct complete in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date hereof (unless except to the extent such representations or and warranties are stated to specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date); (d) (except to the extent any such representation or warranty is incorrect solely by reason The Borrower shall have paid all fees costs and expenses due and payable as of the occurrence date hereof under the Credit Agreement and continuance of any Specified Event)the other Loan Documents, including without limitation all attorney's fees and expenses incurred by Agent; and and (e) no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date date hereof or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each as of the Loan Partiesdate of the effectiveness of this Agreement.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of all of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon on which all such conditions have been satisfied or waived, being referred to herein as the case may be, by the Agents being herein called the "“Fifteenth Amendment Effective Date"”): (a) The Administrative Agent, Collateral Agent, Borrower, Parent, Guarantors and Lenders shall have executed this Amendment, and each such Borrower, Parent, Guarantor and each Lender shall have delivered its executed counterpart to this Amendment to Administrative Agent; (b) Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Fifteenth Amendment Effective Date from the chief financial officer of the Parent in substantially the form of Exhibit I to the Credit Agreement; and (c) Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying that: (i) before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the transactions contemplated by this Amendment; and (ii) each of the representations and warranties contained or incorporated by reference in Section 6 of this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of the Fifteenth Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such date (unless date, except to the extent that such representations or and warranties are stated to expressly relate solely to an earlier date, date (in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon The effectiveness of the Limited Waiver Modification and Extension is subject to the satisfaction in full of the following conditions precedent, unless specifically waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):Administrative Agent: (a) The Administrative Agent shall have received this Agreement duly executed by the Borrowers, the other Credit Parties and Lenders constituting at least the Required Lenders; (b) The representations and warranties contained in this Amendment herein and in the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents shall be true and correct in all material respects (except that such or if the applicable representation or warranty is not qualified by a materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereofqualifier, which representations and warranties shall be true and correct in all respects subject to such qualificationmaterial respects) on and with the same effect as of the Amendment Effective Date as though if made on and as of such the date hereof (unless such representations or warranties are except to the extent stated to relate to an a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such or if the applicable representation or warranty is not qualified by a materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereofqualifier, which representations and warranties shall be true and correct in all respects subject to such qualificationmaterial respects) as of such earlier date); (c) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or No Event of Default (other than Existing the Specified Events of Default and Events Default) or Unmatured Event of Default that may arise because of any Specified Event) shall have occurred and be continuing on continuing; (d) The Borrowers shall pay the Limited Waiver Extension Fee simultaneously with the execution and delivery of this Agreement; (e) The Borrowers shall reimburse the Administrative Agent, simultaneously with the execution and delivery of this Agreement, for all of the costs and expenses referred to in Section 8.05 hereof which have accrued as of the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.and Restatement Date; and (bf) The Agents and the Lenders Administrative Agent shall have executed this Amendment received such other documents (in form and received counterparts substance reasonably satisfactory to this Amendment which bear the signatures of each of Administrative Agent) as reasonably requested by the Loan PartiesAdministrative Agent.

Conditions to Effectiveness. This Amendment Notwithstanding the foregoing, no Incremental Commitments shall become be effective only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):with respect to any Incremental Lender unless: (ai) The no Default or Event of Default has occurred and is continuing on the Incremental Effective Date and after giving effect to such Incremental Commitment; (ii) the representations and warranties contained in Article V of this Amendment and in the Loan Documents shall be true and correct in all material respects Agreement are (except that such materiality qualifier shall not be applicable 1) with respect to any representations or warranties that already are qualified or modified as to contain a materiality or "Material Adverse Effect" in the text thereofqualifier, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all respects on and as of such earlier date and (2) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date; (iii) the Administrative Agent has received the documents required pursuant to Section 2.27(e); and (iv) the Administrative Agent has received such legal opinions and other documents reasonably requested by reason the Administrative Agent in connection therewith. As of such Incremental Effective Date, upon the satisfaction of the occurrence foregoing conditions, the Administrative Agent shall record the information about the applicable Incremental Commitment in the Register and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on give prompt notice thereof to the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents Borrowers and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of (including each of the Loan PartiesIncremental Lender).

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of on the following conditions precedent, unless waived in writing by the Agents date (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "“Second Amendment Effective Date"):”) when: (a) The Holdings, the Borrowers, the Guarantors, the Administrative Agent and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission in accordance with Section 13 of this Amendment) the same to the Administrative Agent’s counsel, Milbank LLP; (b) the Administrative Agent shall have received payment of all reasonable and documented out-of-pocket expenses (including reasonable, out-of-pocket attorneys’ fees of the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document to the extent invoiced at least three (3) Business Days prior to the Second Amendment Effective Date (or such shorter period reasonably agreed by the Borrowers); (c) all representations and warranties contained set forth in this Amendment Article III of the Amended Credit Agreement and in the each other Loan Documents shall Document are and will be true true, correct and correct complete in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the date of the effectiveness of this Amendment Effective Date with the same effect as though made on and as of such date (unless date; provided that to the extent such representations or and warranties are stated to expressly relate to an earlier date, in which case such representations and warranties shall be true true, correct and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct complete in all respects subject to such qualification) as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true, correct and complete in all respects on and as of the date of effectiveness of this Amendment or on such earlier date, as the case may be; and (d) (except at the time of and immediately after the Amendment and after giving effect to the extent any such representation or warranty is incorrect solely by reason of transactions contemplated hereby and the occurrence and continuance of any Specified Event); and amendments contained in the Amended Credit Agreement, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termscontinuing. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full full, in a manner reasonably satisfactory to the Origination Agent, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents waived being herein called the "“Fourth Amendment Effective Date"”): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and the Required Lenders. (b) The representations and warranties contained in this Amendment and in Article VI of the Financing Agreement and in each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fourth Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (c) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Fourth Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (bd) The Agents and the Lenders Borrowers shall have executed this paid on or before the Fourth Amendment Effective Date all fees, costs and received counterparts expenses then payable pursuant to this Amendment which bear Section 2.06 and Section 12.04, including, without limitation, the signatures reasonable fees and expenses of each of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan PartiesOrigination Agent.

Conditions to Effectiveness. This First Amendment shall become effective only upon satisfaction in full full, in a manner reasonably satisfactory to the Agents, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents waived being herein called the "“First Amendment Effective Date"”): (a) The Agents shall have received this First Amendment, duly executed by the Loan Parties, each Agent and the Required Lenders. (b) The representations and warranties contained in this First Amendment and in Article V of the Credit Agreement and in each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (c) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the First Amendment Effective Date or result from this First Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment Consent shall become effective only upon satisfaction in full as of the date on which each of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have has been satisfied or waivedsatisfied, as the case may be, determined by the Agents being herein called the "Amendment Effective Date"):Agent in its sole discretion: (a) The Borrower shall have delivered to Collateral Agent this Consent, duly executed by an authorized officer of Borrower; (b) all representations and warranties of Borrower contained in this Amendment and in the Loan Documents herein shall be true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to of such qualificationrepresentation or warranty) on and as of the Amendment Effective Date as though made on and as of date hereof except to the extent that any such representation or warranty relates to a specific date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier datedate (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (c) (except prior to and after giving effect to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and agreements set forth herein, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of shall exist under any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan PartiesDocuments or shall exist after giving effect to the transactions contemplated by the Asset Purchase Agreement; (d) Collateral Agent shall have received copies of the fully executed and delivered Asset Purchase Agreement in form and substance reasonably satisfactory to Collateral Agent; (e) Collateral Agent shall have received a duly executed Subordination Agreement from each holder of Subordinated Debt, including with respect to the Sellers under (and as defined in) the Asset Purchase Agreement; (f) Collateral Agent shall have received all Lender Expenses incurred to date, which may be debited from any of Borrower’s accounts; and (g) Borrower shall have delivered such other documents, information, certificates, records, permits, and filings as Collateral Agent may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full full, in a manner reasonably satisfactory to the Origination Agent, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents waived being herein called the "“Third Amendment Effective Date"”): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and the Required Lenders. (b) The representations and warranties contained in this Amendment and in Article VI of the Financing Agreement and in each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Third Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (c) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Third Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (bd) The Agents and the Lenders shall have executed this Amendment received a copy of the Budget, together with a certificate of an Authorized Officer of the Administrative Borrower stating that such Budget has been prepared on a reasonable basis and received counterparts in good faith and is based on assumptions believed by the Loan Parties to this Amendment which bear be reasonable at the signatures of each of time made and from the best information then available to the Loan Parties, which Budget shall be in form and substance satisfactory to the Agents. (e) The Borrowers shall have paid on or before the Third Amendment Effective Date all fees, costs and expenses then payable pursuant to Section 2.06 and Section 12.04, including, without limitation, the reasonable fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Origination Agent.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full (or waiver by the Agents), in a manner satisfactory to the Agents (such satisfaction to be evidenced by the delivery of their respective signature pages hereto), of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Fifth Amendment Effective Date"): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and each Lender. (b) The representations and warranties contained in this Amendment Amendment, in the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Loan Documents shall be date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fifth Amendment Effective Date as though made on and as of the Fifth Amendment Effective Date, except to the extent that any such date (unless such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (c) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Fifth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (bd) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with this Amendment or any other Loan Document shall have been obtained and shall be in full force and effect. (e) There shall exist no claim, action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority which relates to the Loans or which could reasonably be expected to have a Material Adverse Effect. (f) The Collateral Agent shall have determined, in its reasonable discretion, that no event or development shall have occurred since June 30, 2018 which could reasonably be expected to have a Material Adverse Effect. (g) The Borrowers shall have paid on or before the Fifth Amendment Effective Date all fees, costs, expenses and taxes then payable pursuant to Section 2.06 of the Financing Agreement and Section 12.04 of the Financing Agreement, including, without limitation, as set forth in the Fee Letter. (h) The Agents shall have received evidence, in form and substance reasonably satisfactory to them, that not less than $7,000,000 has been received by the Parent as cash equity contributions (which shall be in the form of Qualified Equity Interests), the proceeds of which shall be used to consummate the acquisition of Realtime Digital Innovations, LLC, a limited liability company organized under the laws of the State of Illinois (including any successor entities thereto, “Realtime”) and pay all related fees and expenses, to repay, on the Fifth Amendment Effective Date, the Term Loan in an amount equal to the principal payment due on September 30, 2019 and for working capital purposes. (i) The Administrative Agent shall have received an amendment fee equal to $30,000, which the Borrowers acknowledge was fully earned and payable upon execution of this Amendment. (j) The Collateral Agent shall have received on or before the Fifth Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Fifth Amendment Effective Date: (i) the results of searches for any effective UCC financing statements, tax Liens or judgment Liens filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens); (ii) a copy of the fully executed Realtime MIPA and a certificate executed by an Authorized Officer the Parent attaching the Realtime MIPA as in effect on the Fifth Amendment Effective Date and certifying that such agreement is a true and correct copy thereof; (iii) the Realtime Acquisition Collateral Assignment, duly executed by Faneuil and the Lenders Collateral Agent; (iv) Amendment No. 2 to the Amended and Restated Fee Letter, duly executed by the Loan Parties and the Collateral Agent; (v) a certificate of an Authorized Officer of each Loan Party, certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Fifth Amendment Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall have executed set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions of such Loan Party authorizing (1) the transactions contemplated by this Amendment and received counterparts the other Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which bear such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Amendment and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers and (D) as to the matters set forth in Sections 5(b) and 5(c) of this Amendment; (vi) a certificate of the chief financial officer of the Parent certifying compliance with the covenants set forth in Section 7.03 of the Financing Agreement, as amended hereby; (vii) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Fifth Amendment Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions; (viii) an opinion of Shearman & Sterling LLP, counsel to the Loan Parties, as to such matters as the Collateral Agent may reasonably request; and (ix) a certificate of the chief financial officer of the Parent, certifying as to the solvency of the Loan Parties, taken as a whole (after giving effect to the transactions made on the Fifth Amendment Effective Date), which certificate shall be substantially in the form of the certificate delivered on the Effective Date pursuant to Section 5.01(d)(xi) of the Financing Agreement.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction in full (or waiver by the Required Lenders) of each of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon on which all such conditions have been are satisfied or waived, being referred to herein as the case may be, by the Agents being herein called the "“Fifth Amendment Effective Date"”): (a) The After giving effect to this Amendment, the representations and warranties contained in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fifth Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Fifth Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents Administrative Agent, the FILO Agent and Lenders constituting the Required Lenders shall have duly executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of all of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon on which all such conditions have been satisfied or waived, being referred to herein as the case may be, by the Agents being herein called the "“Twelfth Amendment Effective Date"”): (a) The Administrative Agent, Collateral Agent, Borrower, Parent, Guarantors and Lenders shall have executed this Amendment, and each such Borrower, Parent, Guarantor and each Lender shall have delivered its executed counterpart to this Amendment to Administrative Agent; (b) Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Twelfth Amendment Effective Date from the chief financial officer of the Parent in substantially the form of Exhibit I to the Credit Agreement; and (c) Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying that: (i) before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the transactions contemplated by this Amendment; and (ii) each of the representations and warranties contained or incorporated by reference in Section 6 of this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of the Twelfth Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such date (unless date, except to the extent that such representations or and warranties are stated to expressly relate solely to an earlier date, date (in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction in full of the following conditions precedentprecedent in a manner satisfactory to Lender, unless specifically waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):Lender: (a) Lender shall have received this Amendment, duly executed by the Borrower and Lender. (b) Lender and Borrower shall have entered into an amendment and restatement of the Inventory Loan Agreement in form and substance satisfactory to Lender. First Amendment to Receivables Loan and Security Agreement (c) Lender shall have received a copy of the resolutions in form and substance reasonably satisfactory to Lender, of the board of directors of Borrower authorizing the execution, delivery and performance of this Amendment, certified by the secretary of the Borrower as of the Closing Date, and such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. (d) The representations and warranties contained in this Amendment herein and in the Loan Documents Agreement, as amended hereby, and the Loan Documents, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date date hereof, as though if made on and as of such the date hereof. (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualificatione) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date continuing, unless such Default or result from this Amendment becoming effective Event of Default has been otherwise specifically waived in accordance with its termswriting by Lender. (bf) The Agents and All corporate proceedings taken in connection with the Lenders shall have executed transactions contemplated by this Amendment and received counterparts all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender. (g) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the execution of this Amendment which bear the signatures of each of the Loan Partiesshall be satisfactory in form and substance to Lender and its counsel.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full as of the date on which each of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waivedsatisfied, as determined by Agent in its reasonable discretion (such date, the case may be, by the Agents being herein called the "“First Amendment Effective Date"”): (a) The Agent shall have received (including by way of facsimile or other electronic transmission) a duly authorized, executed and delivered counterpart of the signature page to this Amendment from each Credit Party, Agent and the Required Lenders; (b) all representations and warranties of the Credit Parties contained in this Amendment and in the Loan Documents herein shall be true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to of such qualificationrepresentation or warranty) on and as of the Amendment Effective Date as though made on and as of date hereof, except to the extent that any such representation or warranty relates to a specific date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) date (except to without duplication of any materiality qualifier in the extent any text of such representation or warranty is incorrect solely by reason warranty) (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (c) Agent shall have received a fully executed copy of the occurrence Cartiva Merger Agreement, all schedules and continuance of any Specified Event)exhibits thereto, and all material agreements and documents executed in connection therewith; and (d) both immediately before and after giving effect to this Amendment, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termstherefrom. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of on the following conditions precedent, unless waived in writing by the Agents date (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "“Amendment Effective Date"):”) when: (a) The the Administrative Agent shall have received counterparts to this Amendment executed by (i) the Borrower, (ii) the Administrative Agent and (iii) the Lenders; (b) the Borrower shall have paid to the Administrative Agent for the account of each Lender party hereto a fee (the “Extension Fee”) in an aggregate amount equal to 0.05% of such Lender’s Commitment, with such Extension Fee to be due and payable upon satisfaction of the condition set forth in clause (a) above; and (1) no Default or Unmatured Default shall have occurred and be continuing on or as of the Amendment Effective Date and (2) all representations and warranties contained of the Borrower set forth in this Amendment and in Article 5 of the Loan Documents Credit Agreement shall be true and correct in all material respects (except that to the extent such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified with “materiality” or modified as to materiality or "“Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations ” or warranties are stated to relate to an earlier datesimilar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on or as of the Amendment Effective Date, except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty shall be true and correct in all material respects (except that to the extent such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified with “materiality” or modified as to materiality or "“Material Adverse Effect" ” or similar terms, in the text thereof, which case such representations and warranties shall be true and correct in all respects subject to respects) on and as such qualificationearlier date and, by executing this Amendment, the Company hereby certifies that this clause (c) is met as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termsDate. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This First Amendment shall become effective only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (on the first date upon which all such (the “First Amendment Closing Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived, as ) in accordance with the case may be, by the Agents being herein called the "Amendment Effective Date"):terms hereof: (a) The this First Amendment shall have been executed and delivered by each Loan Party, ▇▇▇▇▇▇▇ constituting all of the Required Lenders and the Agent; (b) the representations and warranties contained in this Amendment and the Credit Agreement or in the any Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Closing Date to the same extent as though made on and as of such date (unless that date, except to the extent such representations or and warranties are stated to specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that as of such earlier date; provided that, in each case, such materiality qualifier qualifiers shall not be applicable to any representations or and warranties that are already are qualified or modified as to by materiality or "Material Adverse Effect" in the text test thereof, which representations and warranties shall be true and correct in all respects subject to such qualification; (c) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default exists as of the First Amendment Closing Date; and (other than Existing Events of Default and Events of Default that may arise because of any Specified Eventd) the Agent shall have occurred received all accrued and be continuing reasonable fees, costs and expenses (including reasonable and documented out-of-pocket legal fees and expenses) and other amounts due and payable in connection with this First Amendment on or prior to the First Amendment Effective Date or result from this Amendment becoming effective in accordance with its termsClosing Date. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of all of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon on which all such conditions have been satisfied or waived, being referred to herein as the case may be, by the Agents being herein called the "“Sixteenth Amendment Effective Date"”): (a) The Administrative Agent, Collateral Agent, Borrower, Parent, Guarantors and Lenders shall have executed this Amendment, and each such Borrower, Parent, Guarantor and each Lender shall have delivered its executed counterpart to this Amendment to Administrative Agent; (b) Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Sixteenth Amendment Effective Date from the chief financial officer of the Parent in substantially the form of Exhibit I to the Credit Agreement; and (c) Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying that: (i) before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the transactions contemplated by this Amendment; and (ii) each of the representations and warranties contained or incorporated by reference in Section 6 of this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of the Sixteenth Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such date (unless date, except to the extent that such representations or and warranties are stated to expressly relate solely to an earlier date, date (in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of all of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon on which all such conditions have been satisfied or waived, being referred to herein as the case may be, by the Agents being herein called the "“Tenth Amendment Effective Date"”): (a) The Administrative Agent, Collateral Agent, Borrower, Parent, Guarantors and Lenders shall have executed this Amendment, and each such Borrower, Parent, Guarantor and each Lender shall have delivered its executed counterpart to this Amendment to Administrative Agent; (b) Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Tenth Amendment Effective Date from the chief financial officer of the Parent in substantially the form of Exhibit I to the Credit Agreement; and (c) Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying that: (i) before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the transactions contemplated by this Amendment; and (ii) each of the representations and warranties contained or incorporated by reference in Section 6 of this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of the Tenth Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such date (unless date, except to the extent that such representations or and warranties are stated to expressly relate solely to an earlier date, date (in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective (the “Eleventh Amendment Effective Date”) only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):: (a) The Collateral Agent shall have received counterparts of this Amendment that bear the signatures of each Credit Party, each Agent and the Requisite Lenders. (b) Except as set forth in the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment and the Tenth Amendment, the representations and warranties contained herein, in this Amendment Section IV of the Credit Agreement and in the Loan Documents shall be each other Credit Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Eleventh Amendment Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations on and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date). (c) Borrower shall have paid to Administrative Agent all amounts due and owing to any Agent or any Lender in connection with this Amendment and the Credit Documents. (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no d) No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Eleventh Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (be) The Agents and the Lenders shall have executed this Amendment and received counterparts All legal matters incident to this Amendment which bear shall be reasonably satisfactory to the signatures of each of the Loan PartiesAgents and their respective counsel.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full (the “Amendment Effective Date”) when all of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):satisfied: (a) The Agent shall have received a copy of this Agreement duly executed by Parent, the Borrowers and the Lenders; (b) Agent shall have received a copy of the Consent and Affirmation set forth as Exhibit B to this Agreement duly executed by the Guarantors; (c) as of the Amendment Effective Date, the representations and warranties contained of Parent and the Borrowers herein, in this Amendment Section 4 of the Credit Agreement and in the each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject ) after giving effect to such qualification) this Agreement on and as of the Amendment Effective Date as though made on and as of such date (unless except to the extent such representations or and warranties are stated to expressly relate to an earlier date), in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or would result from this Amendment Agreement becoming effective in accordance with its terms.; (bd) The Agents the Borrowers shall have paid all Lender Group Expenses incurred in connection with (i) the preparation, execution and delivery of this Agreement and (ii) the transactions evidenced hereby and by the other Loan Documents, and the Lenders Borrowers shall have executed this Amendment paid all fees due and received counterparts payable pursuant to this Amendment which bear Agreement and the signatures of each of other Loan Documents; and (e) all other documents and legal matters in connection with the Loan Partiestransactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full (or waiver by the Administrative Agent), in a manner satisfactory to the Administrative Agent, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents being herein called the "First Amendment Effective Date"): (a) The Administrative Agent shall have received this Amendment, duly executed by the Loan Parties, the Administrative Agent and the Required Lenders. (b) The Administrative Agent shall have received an amendment to the ABL Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Loan Parties, the ABL Administrative Agent and the "Required Lenders" under the ABL Credit Agreement. (c) The representations and warranties contained in this Amendment Amendment, in the Credit Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Loan Documents shall be date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the First Amendment Effective Date as though made on and as of the First Amendment Effective Date, except to the extent that any such date (unless such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (d) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the First Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (be) The Agents Administrative Agent and the Lenders Lenders, as applicable, shall have executed this received payment of all fees, expenses and other amounts due and payable to them on or prior to the First Amendment and received counterparts to this Amendment which bear the signatures Effective Date, including any reimbursement or payment of each all out-of-pocket expenses of the Administrative Agent, the Lenders and their respective Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders) required to be reimbursed or paid by the Borrower hereunder, or under any other Loan PartiesDocument.

Conditions to Effectiveness. This Amendment shall become effective only on upon the satisfaction in full of the following conditions precedent, unless waived each in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):form and substance acceptable to Administrative Agent: (a) The Administrative Agent’s receipt of a copy of this Amendment executed by each Borrowers, the Lenders and each Agent, together with each of the documents, agreements and instruments to be delivered on or prior to the date hereof and listed on Exhibit A (Closing Checklist) attached hereto, other than those items listed in the post-closing section thereof, in each case in form and substance reasonably satisfactory to Administrative Agent; (b) the representations and warranties contained in this Amendment and in the Loan Documents herein shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date date of this Amendment, as though made on and as of such date (unless except to the extent that such representations or and warranties are stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.and (bc) The Agents and the Lenders and their counsel shall have executed received the Amendment Fee required to be paid on the date of this Amendment and received counterparts pursuant to this Amendment which bear (it being understood that this condition shall be deemed to have been satisfied if Administrative Agent charges the signatures of each Loan Account for such Amendment Fee pursuant to Section 2.01(b)(v) of the Loan PartiesAgreement).

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction The effectiveness of this Consent is subject to the fulfillment, in full a manner satisfactory to the Origination Agent, of the following conditions precedent, unless waived in writing by the Agents condition precedent (the first date upon which all such conditions condition shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment “Consent Effective Date"”): (a) The Agents and the Required Lenders shall have executed this Consent and received a counterpart of this Consent that bears the signatures of each Loan Party. (b) The representations and warranties contained in this Amendment Consent and in Article VI of the Financing Agreement and in each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Consent Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (c) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Consent Effective Date or result from this Amendment Consent becoming effective in accordance with its terms. (bd) The Agents and the Lenders Borrowers shall have executed this paid on or before the Consent Amendment Effective Date all fees, costs and received counterparts expenses then payable pursuant to this Amendment which bear the signatures of each Section 2.06 and Section 12.04 of the Loan PartiesFinancing Agreement, including, without limitation, the reasonable fees and expenses of S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, counsel to the Origination Agent.

Conditions to Effectiveness. This Amendment Agreement shall become be effective only as of the Agreement Date upon the satisfaction in full of each of the following conditions precedentconditions, unless waived and in writing by case of any documentation to be delivered to the Agents (Agent, such documentation shall be in form and substance reasonably satisfactory to the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):Agent: (a) This Agreement shall have been duly executed and delivered by the Borrower, Tradein Expert, the other Obligors, the Agent and the Required Lenders. (b) The representations and warranties contained of Tradein Expert set forth in Section 7 of this Amendment and in the Loan Documents Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date Agreement Date; provided, that (unless i) to the extent that such representations or and warranties are stated to relate specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects as of such earlier date, (except ii) any representation and warranty that such materiality qualifier shall not be applicable to any representations or warranties that already are is qualified or modified as to materiality or "“materiality,” “Material Adverse Effect" in the text thereof, which representations and warranties ” or similar language shall be true and correct in all respects subject to on the date of such qualification) as of credit extension or on such earlier date, as the case may be, and (iii) (except for purposes of this Agreement, any reference to the extent “Closing Date” in any such representation or and warranty is incorrect solely by reason of shall instead be deemed to reference the occurrence and continuance of any Specified Event); and no Agreement Date. (c) No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date exist or would result from the execution of this Amendment becoming effective in accordance with its termsAgreement or the transactions contemplated hereby. (bd) Subject to Section 9 below, all of the other conditions included in the definition of “Tradein Obligor Date” set forth in the Loan Agreement shall have been satisfied in a manner, and subject to documentation, reasonably satisfactory to Agent. (e) The Agents and the Lenders Borrower shall have executed this Amendment paid to Agent the reasonable and received counterparts to this Amendment which bear documented costs and expenses of Agent incurred by it in connection with the signatures of each of the Loan Partiestransactions contemplated hereby.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of all of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon on which all such conditions have been satisfied or waived, being referred to herein as the case may be, by the Agents being herein called the "“Fourteenth Amendment Effective Date"”): (a) The Administrative Agent, Collateral Agent, Borrower, Parent, Guarantors and Lenders shall have executed this Amendment, and each such Borrower, Parent, Guarantor and each Lender shall have delivered its executed counterpart to this Amendment to Administrative Agent; (b) Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Fourteenth Amendment Effective Date from the chief financial officer of the Parent in substantially the form of Exhibit I to the Credit Agreement; and (c) Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying that: (i) before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the transactions contemplated by this Amendment; and (ii) each of the representations and warranties contained or incorporated by reference in Section 6 of this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of the Fourteenth Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such date (unless date, except to the extent that such representations or and warranties are stated to expressly relate solely to an earlier date, date (in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full as of the date on which each of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waivedsatisfied, as the case may be, determined by the Agents being herein called the "Amendment Effective Date"):Agent in its sole discretion: (a) The Agent shall have received (including by way of facsimile or other electronic transmission) a duly authorized, executed and delivered counterpart of the signature page to this Agreement from each Credit Party, the Agent and the Lenders; (b) Agent shall have received a duly executed copy of the Limited Consent and Amendment No. 3 to Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan) and Amendment No. 1 to Pledge Agreement; (c) Agent shall have received duly executed copies of each of (i) the Equity Purchase Agreement, (ii) the Asset Purchase Agreement, and (iii) each other agreement, instrument or document executed in connection with any of the foregoing; (d) all representations and warranties contained in this Amendment and set forth in the Loan Documents Credit Agreement shall be true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to of such qualificationrepresentation or warranty) on and as of the Amendment Effective Date as though made on and as of date hereof, except to the extent that any such representation or warranty relates to a specific date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) date (except to without duplication of any materiality qualifier in the extent any text of such representation or warranty is incorrect solely by reason warranty) (and Borrower’s delivery of the occurrence its signature hereto shall be deemed to be its certification thereof); (e) immediately prior to and continuance of any Specified Event); and after giving effect to this Agreement, no Default or Event of Default exists under any of the Financing Documents; (other than Existing Events of Default and Events of Default that may arise because of any Specified Eventf) Agent shall have occurred and be continuing on received the Amendment Effective Signing Date or result from this Amendment becoming effective Prepayment in accordance with its terms.full; and (bg) The Agents and the Lenders Credit Parties shall have executed this Amendment delivered such other documents, information, certificates, records, permits, and received counterparts to this Amendment which bear filings as the signatures of each of the Loan PartiesAgent may reasonably request.

Conditions to Effectiveness. This (a) The effectiveness of Section 2(a) of this Amendment shall become effective only upon be subject to the satisfaction in full of each of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all of such conditions have been satisfied or waived, satisfaction being referred to as the case may be, by the Agents being herein called the "Second Amendment Effective Date"): (a1) This Amendment shall have been executed by the Agent and each of the Majority Banks. (2) The Bridge Loan Facility shall have been executed by the Company, the Agent and all lenders party thereto and shall have become effective in accordance with its terms. (3) On the Second Amendment Effective Date, (i) after giving effect to Section 2(a) hereof, the representations and warranties contained in this Amendment and in the Loan Documents Section 3 hereof shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date such date, as though made on and as of such date (unless except to the extent such representations or and warranties are stated to relate expressly refer to an earlier date); (ii) after giving effect to Section 2(a) hereof, no Default or Event of Default shall then exist; and (iii) the Company shall deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Company confirming the foregoing. (4) The terms of the Innoveda Acquisition shall be reasonably satisfactory in all material respects to the Agent and the Majority Banks. (5) The Company shall have paid to the Agent a non-refundable amendment fee for the benefit of each Bank that executes this Amendment by the close of business on April 16, 2002 in an amount equal to 0.25% of each such Bank's Commitment, and any other fees referenced in Section 7(g) hereof (to the extent invoiced) of this Amendment. (6) For purposes of determining compliance with the conditions specified in this Section 4(a), each Bank that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Bank. (b) The effectiveness of Section 2(b) of this Amendment shall be subject to the satisfaction of each of the following conditions precedent (the date of such satisfaction being referred to as the "Bridge Funding Effective Date"): (1) The initial Borrowing Date (as defined in the Bridge Loan Facility) shall have occurred. (2) The Company shall have acquired and/or have tendered to it and/or have pledged to it under a binding shareholder agreement more than 50% of the issued and outstanding capital stock of Innoveda in accordance with the terms and conditions of the Innoveda Acquisition Agreement. (3) Any material changes to the terms of the Innoveda Acquisition since the Second Amendment Effective Date shall be reasonably satisfactory to the Agent and Majority Banks. (4) All governmental and third-party approvals necessary in connection with the Innoveda Acquisition shall have been obtained and be in full force and effect and all applicable waiting periods shall have expired without notice of any action being taken or threatened by any competent authority which case such would restrain, prevent or otherwise impose material adverse conditions on the Innoveda Acquisition. (5) On the Bridge Funding Effective Date, (i) after giving effect to Section 2(b) hereof, the representations and warranties contained in Section 3 hereof shall be true and correct in all material respects as of such date, as though made on and as of such date (except that to the extent such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties expressly refer to an earlier date); (ii) after giving effect to Section 2(b) hereof, no Default or Event of Default shall then exist; and (iii) the Company shall deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Company confirming the foregoing and the matters in subpart (1) above. (6) On or prior to the Bridge Funding Effective Date, the Company shall have paid to the Agent for the pro rata benefit of the Banks an additional non-refundable fee in an amount equal to $500,000, together with any other fees to the extent required to be paid pursuant to Section 5 hereof. (c) The effectiveness of Section 2(c) of this Amendment shall be subject to the satisfaction of each of the following conditions precedent (the date of such satisfaction being referred to as the "Bridge Termination Effective Date"): (1) On the Bridge Termination Effective Date, (i) after giving effect to Section 2(c) hereof, the representations and warranties contained in Section 3 hereof shall be true and correct in all material respects subject as of such date, as though made on and as of such date (except to the extent such qualification) representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and (ii) after giving effect to Section 2(c) hereof, no Default or Event of Default shall then exist; and (other than Existing Events iii) the Company shall deliver to the Administrative Agent a certificate signed by a Responsible Officer of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termsCompany confirming the foregoing. (b2) All commitments under the Bridge Loan Facility shall have terminated and all outstanding loans under the Bridge Loan Facility, if any, shall have been repaid in full. (3) The Agents Company shall have paid to the Agent any fees to the extent required to be paid pursuant to Section 6 or 7(g) hereof. (d) From and after the Second Amendment Effective Date, the Bridge Funding Effective Date, and the Lenders Bridge Termination Effective Date, as applicable, the Credit Agreement is amended as set forth herein. Except as expressly amended pursuant hereto, the Credit Agreement shall have executed this Amendment remain unchanged and received counterparts to this Amendment which bear in full force and effect and is hereby ratified and confirmed in all respects. (e) The Agent will notify the signatures of each Company and the Banks of the Loan Partiesoccurrence of the Second Amendment Effective Date, the Bridge Funding Effective Date, and the Bridge Termination Effective Date, as applicable.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "“Amendment Effective Date"”): (a) The representations and warranties contained in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full as of the date on which each of the following conditions precedent, unless has been satisfied (or waived in writing by the Agents (Agent and the first date upon which all such conditions have been satisfied or waivedLenders), as the case may be, determined by the Agents being herein called the "Amendment Effective Date"):Agent in its sole discretion: (a) The Borrowers and the Required Lenders shall each have delivered to Agent this Agreement, executed by an authorized officer of each such Person; (b) Agent shall have received a fully executed copy of Amendment No. 2 to Amended and Restated Credit and Security Agreement (Revolving Loan), dated as of the date hereof, by and among Borrowers, Agent and the Lenders constituting at least the Required Lenders (as each term is defined in the Affiliated Credit Agreement), executed by an authorized officer of each party thereto; (c) all representations and warranties of Borrowers contained in this Amendment and in the Loan Documents herein shall be true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to of such qualificationrepresentation or warranty) on and as of the Amendment Effective Date as though made on and as of date hereof except to the extent that any such representation or warranty relates to a specific date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) date (except to without duplication of any materiality qualifier in the extent any text of such representation or warranty is incorrect solely by reason warranty) (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (d) prior to and after giving effect to the occurrence and continuance of any Specified Event); and agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; and (other than Existing Events of Default and Events of Default that may arise because of any Specified Evente) Borrowers shall have occurred delivered such other documents, information, certificates, records, permits, and be continuing on filings as the Amendment Effective Date or result from Agent may reasonably request in connection with this Amendment becoming effective in accordance with its termsAgreement. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Notwithstanding the date of execution or delivery of this Amendment or any other date set forth herein, this Amendment shall become be effective only upon the satisfaction in full of the following conditions precedentprecedent as determined by Lender in Lender’s sole discretion (the “Fifth Amendment Effective Date”): (a) Borrowers shall have delivered to Lender the duly executed counterparts of this Amendment; (b) each Borrower shall have paid Lender all fees, costs and expenses incurred by Lender in preparation and execution of this Amendment including, but not limited to, a non-refundable fee of $20,000 with respect to this Amendment which shall be deemed fully earned on the date hereof, and each Borrower hereby authorizes Lender to charge such amounts as an Advance under the Revolving Facility; (c) each Borrower shall have delivered to Lender all other documents Lender may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby; (d) no Default or Event of Default shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):Lender; and (ae) The representations and warranties contained in this Amendment herein and in the Loan Documents Agreement and the Loan Documents, as each is amended hereby, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date date hereof, as though if made on and as of such the date (unless such representations or warranties are stated to relate to an earlier datehereof, in which case except for such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable as are by their express terms limited to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier a specific date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full full, in a manner reasonably satisfactory to the Agents, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents waived being herein called the "Amendment Effective Date"): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and the Required Lenders. (b) The representations and warranties contained in this Amendment and in the Loan Documents Credit Agreement and in each Other Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (c) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and Except as expressly waived herein, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full as of the date on which each of the following conditions precedent, unless has been satisfied (or waived in writing by the Agents (Agent and the first date upon which all such conditions have been satisfied or waivedLenders), as the case may be, determined by the Agents being herein called the "Amendment Effective Date"):Agent in its sole discretion: (a) The Borrowers and Lenders shall each have delivered to Agent this Agreement, executed by an authorized officer of each such Person; (b) Agent shall have received a fully executed copy of the Council License Agreement and all other material Council License Agreement Documents executed on or prior to the date hereof; (c) with respect to the Acquisition contemplated by the Council License Agreement Documents, all conditions set forth in the definition of “Permitted Acquisition” (as amended by this Agreement) of the Credit Agreement shall be satisfied in accordance with their terms; (d) all representations and warranties of Borrowers contained in this Amendment and in the Loan Documents herein shall be true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to of such qualificationrepresentation or warranty) on and as of the Amendment Effective Date as though made on and as of date hereof except to the extent that any such representation or warranty relates to a specific date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) date (except to without duplication of any materiality qualifier in the extent any text of such representation or warranty is incorrect solely by reason warranty) (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (e) prior to and after giving effect to the occurrence and continuance of any Specified Event); and agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; and (other than Existing Events of Default and Events of Default that may arise because of any Specified Eventf) Borrowers shall have occurred delivered such other documents, information, certificates, records, permits, and be continuing on filings as the Amendment Effective Date or result from Agent may reasonably request in connection with this Amendment becoming effective in accordance with its terms. (b) The Agents Agreement, the Council License Agreement Documents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Partiestransactions contemplated thereby.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of all of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon on which all such conditions have been satisfied or waived, being referred to herein as the case may be, by the Agents being herein called the "“Thirteenth Amendment Effective Date"”): (a) The Administrative Agent, Collateral Agent, Borrower, Parent, Guarantors and Lenders shall have executed this Amendment, and each such Borrower, Parent, Guarantor and each Lender shall have delivered its executed counterpart to this Amendment to Administrative Agent; (b) Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Thirteenth Amendment Effective Date from the chief financial officer of the Parent in substantially the form of Exhibit I to the Credit Agreement; and (c) Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying that: (i) before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the transactions contemplated by this Amendment; and (ii) each of the representations and warranties contained or incorporated by reference in Section 6 of this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of the Thirteenth Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such date (unless date, except to the extent that such representations or and warranties are stated to expressly relate solely to an earlier date, date (in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" or, in the text thereofcase of any such representation and warranty already qualified by materiality, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon time at which all such conditions are so satisfied is referred to herein as the “Effective Date”): a) the Agent shall have been satisfied or waivedreceived a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the case may be, by the Agents being herein called the "Amendment Effective Date"): , (ai) The each of the representations and warranties contained made by the Loan Parties set forth in this Amendment Amendment, in Article 5 of the Credit Agreement and in the all other Loan Documents shall be are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date with the same effect as though made on and as of such date (unless the Effective Date, except to the extent such representations or and warranties are stated to expressly relate to an earlier date, in which case such representations and warranties shall be are true and correct in all material respects (except as of such earlier date; provided, that any such materiality qualifier shall not be applicable to any representations representation and warranty that is qualified by “materiality,” “material adverse effect” or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be similar language is true and correct in all respects subject (after giving effect to any such qualificationqualification therein) on and as of such earlier date with the same effect as though made on and as of the Effective Date or such earlier date, as applicable; (ii) after giving effect to this Amendment, no Event of Default exists or would result from the incurrence of the 2018 Incremental Term Loan Commitments and 2018 Incremental Term Loans contemplated by this Amendment; and (except iii) the proceeds of the 2018 Incremental Term Loans shall be used for working capital, capital expenditures and general corporate purposes (including acquisitions, investments, restricted payments and other transactions not prohibited by the Amended Credit Agreement and the other Loan Documents); b) Holdings and the Borrower shall have paid to the Agent and the Lead Arranger with respect to the 2018 Incremental Term Loans (i) all applicable fees and other amounts due and payable to the Agent and such Lead Arranger (including all upfront fees due and payable to the Lead Arrangers on behalf of the 2018 Incremental Term Lenders (or original issue discount in lieu thereof)) on or prior to the Effective Date, as separately agreed to by the Borrower, the Agent and such Lead Arranger and (ii) to the extent any such representation or warranty is incorrect solely invoiced at least three Business Days prior to the Effective Date (except as otherwise reasonably agreed by reason of the occurrence Borrower), all costs and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Eventexpenses required to be paid by the Borrower on the Effective Date; c) the Agent shall have occurred and be continuing received, on behalf of itself, the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents Collateral Agent and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures 2018 Incremental Term Lender, an opinion of each of (i) Ropes & ▇▇▇▇ LLP, counsel for the Loan Parties., and

Conditions to Effectiveness. This Amendment Waiver shall become effective only upon satisfaction in full full, in a manner satisfactory to the Agents, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, being hereinafter referred to as the case may be, by the Agents being herein called the "Amendment Effective Date"): (a) The Except for such representations and warranties that are not true and correct as a result of the items waived in Section 2 of this Waiver, if any, the representations and warranties contained in this Amendment Article VI of the Financing Agreement and in the each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct (except for such representations and warranties that are not true and correct as a result of the items waived in Section 2 of this Waiver, if any) in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (b) (except After giving effect to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and this Waiver, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment Waiver becoming effective in accordance with its terms. (bc) The Agents and the Lenders Collateral Agent shall have received on or before the Effective Date this Waiver, duly executed this Amendment and received counterparts to this Amendment which bear the signatures of each of by the Loan Parties, each Agent and the Required Lenders.

Conditions to Effectiveness. This Amendment Forbearance Agreement, and the Forbearance granted pursuant hereto, shall become effective only upon satisfaction in full of the following conditions precedentprecedent on or before August 23, 2017, unless waived in writing by the Agents Holder (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents Holder being herein called the "Amendment Effective Date"): (a) The representations and warranties contained in this Amendment Forbearance Agreement and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date unless (unless i) such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date, or (ii) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any the Specified Event)Event of Default; and no Default default or Event of Default (other than Existing the Specified Events of Default and Events of Default that may arise because of any Specified EventDefault) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment Forbearance Agreement becoming effective in accordance with its terms. (b) The Agents and the Lenders Holder shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan PartiesForbearance Agreement executed by the Company. (c) The Company shall have delivered to the Holder (in each case, in form and substance satisfactory to the Holder) any information requested by the Holder as a condition to the effectiveness of this Forbearance Agreement. (d) The Company shall have reimbursed Holder for all expenses (including the reasonable fees and retainer, disbursements and other charges of counsel to the Holder and other advisors) for which the Holder has provided invoices to the Company prior to the Effective Date.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full full, in a manner satisfactory to the Agent, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Second Amendment Effective Date"): (a) The representations and warranties contained in this Amendment Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to the Agent or any Lender pursuant to the Financing Agreement or any other Loan Documents shall be Document on or prior to the Second Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date such date as though made on and as of such date (unless date, except to the extent such representations or and warranties are stated to specifically relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) date (except as otherwise disclosed in writing by any Loan Party to the extent any such representation or warranty is incorrect solely by reason of Agent prior to the occurrence and continuance of any Specified Eventdate hereof); , and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Second Amendment Effective Date (except as otherwise disclosed in writing by any Loan Party to the Agent prior to the date hereof) or would result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders Agent shall have executed this Amendment and received counterparts to of this Amendment which bear the signatures of each of Borrower and each Guarantor that is a party to the Loan PartiesFinancing Agreement. (c) The Agent shall have received satisfactory evidence that the Required Lenders have consented to this Amendment. (d) All legal matters incident to this Amendment shall be reasonably satisfactory to the Agent and its counsel.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full full, in a manner satisfactory to the Agent, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Third Amendment Effective Date"): (a) ): The representations and warranties contained in this Amendment Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to the Agent or any Lender pursuant to the Financing Agreement or any other Loan Documents shall be Document on or prior to the Third Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date such date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, except as otherwise disclosed in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to writing by any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except Loan Party to the extent any such representation or warranty is incorrect solely by reason of Agent prior to the occurrence and continuance of any Specified Eventdate hereof); , and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Third Amendment Effective Date (except as otherwise disclosed in writing by any Loan Party to the Agent prior to the date hereof) or would result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders . No Default or Event of Default shall have executed this occurred and be continuing on the Third Amendment and Effective Date or result from the Amendment becoming effective in accordance with its terms. The Agent shall have received counterparts to of this Amendment which bear the signatures of each of Borrower and each Guarantor that is a party to the Loan PartiesFinancing Agreement. The Agent shall have received satisfactory evidence that the Revolving Credit Agent and the Revolving Credit Lenders have consented to this Amendment. All legal matters incident to this Amendment shall be satisfactory to the Agent and its counsel.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon be subject to the satisfaction in full or waiver by the Administrative Agent of the following conditions precedent: a) The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by Holdings, unless waived in writing by the Agents Borrower and the Lenders party hereto constituting Required Lenders under the Existing Credit Agreement. b) On the Amendment No. 1 Effective Date, the Borrower shall have paid to the Administrative Agent (and its relevant affiliates), the first date upon Collateral Agent and the Lenders party hereto all costs, fees and expenses (including, without limitation, reasonable and documented legal fees and expenses) and other compensation contemplated hereby payable to the Administrative Agent (and/or its relevant affiliates), the Collateral Agent or the Lenders party hereto to the extent presented for payment at least three (3) Business Days prior to the Amendment No. 1 Effective Date and for which all such conditions reasonably detailed invoices have been satisfied or waived, as provided. c) On the case may be, by the Agents being herein called the "Amendment No. 1 Effective Date"): Date (after giving effect to this Amendment) (a) The no Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties contained in this Amendment the Credit Agreement and in the Loan other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the Amendment No. 1 Effective Date (except it being understood and agreed that (i) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such materiality qualifier shall not be applicable to specified date and (ii) any representations representation or warranties warranty that already are is qualified or modified as to materiality or "“materiality,” “Material Adverse Effect" in the text thereof, which representations and warranties ” or similar language shall be true and correct in all respects subject to on such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full full, in a manner reasonably satisfactory to the Origination Agent, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents waived being herein called the "“Fifth Amendment Effective Date"”): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and the Required Lenders. (b) The representations and warranties contained in this Amendment and in Article VI of the Financing Agreement and in each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fifth Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (c) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Fifth Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (bd) The Agents and the Lenders Borrowers shall have executed this paid on or before the Fifth Amendment Effective Date all fees, costs and received counterparts expenses then payable pursuant to this Amendment which bear Section 2.06 and Section 12.04, including, without limitation, the signatures reasonable fees and expenses of each of S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, counsel to the Loan PartiesOrigination Agent.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of each of the following conditions precedent, unless waived in writing by the Agents (the first date upon which each case satisfactory to Agent in all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):respects: (a) Agent shall have received a copy of this Amendment executed and delivered by Agent, the Lenders and the Borrowers; (b) Agent shall have received a copy of the Term Loan Payoff and Revolver Paydown Letter executed and delivered by Agent, L▇▇▇▇▇▇ and Borrowers; (c) The Northlake Sale shall have been consummated pursuant to the Purchase Agreement and applicable law contemporaneously with the effectiveness of this Agreement; (d) no Default or Event of Default shall have occurred and be continuing on the date hereof; (e) each of the representations and warranties contained in this Amendment and of each Loan Party set forth in the Credit Agreement and each of the other Loan Documents Documents, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which ) as of the date hereof (except to the extent that such representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default and (other than Existing Events of Default and Events of Default that may arise because of any Specified Eventf) Borrowers shall have occurred paid all reasonable and documented out-of-pocket costs and expenses of Agent (including reasonable and documented outside attorneys' fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment, and all other instruments or documents provided for herein or delivered or to be continuing delivered hereunder or in connection herewith that have been invoiced on or before the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termsdate hereof. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment New Incremental Term Loans created pursuant to this Section 2.16 shall become effective only upon satisfaction in full on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no Incremental Term Loan shall become effective under this paragraph unless (i) on the date of such election and on the proposed date of the following conditions precedenteffectiveness of such Incremental Term Loan, unless waived in writing by both immediately before and immediately after giving effect thereto, (A) no Default or Event of Default exists and (B) the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"): (a) The representations and warranties contained in this Amendment made or deemed made by the Borrower and each other Loan Party in the Loan Documents shall be to which any of them is a party, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereofcase of a representation or warranty qualified by materiality, in which representations and warranties case such representation or warranty shall be true and correct in all respects subject to such qualificationrespects) on with the same force and effect as of the Amendment Effective Date as though if made on and as of such date (unless except to the extent that such representations or and warranties are stated to expressly relate solely to an earlier date, date (in which case such representations and warranties shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations on and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date), and the Administrative Agent shall have received a certificate executed by a Responsible Officer certifying the satisfaction of such conditions, and (ii) (except to the extent any such representation or warranty is incorrect solely requested by reason the Administrative Agent, the Administrative Agent shall have received documents (including legal opinions) consistent with those delivered on the Effective Date as to the corporate power and authority of the occurrence Borrower to borrow hereunder immediately after giving effect to such Incremental Term Loan and continuance of information with respect to any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default Disqualified Stock that may arise because of any Specified Event) shall have occurred and then be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termsoutstanding. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of on the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called (the "Amendment Effective Date"):) the Agent has confirmed (and has so notified the Company and the Banks) that it has determined the terms and conditions of the new Convertible Notes to be satisfactory and received the following: (a) The counterparts hereof duly executed by the Obligors and the Required Banks; (b) a Certificate of the Company, signed on behalf of the Company by its President or Chief Financial Officer, dated as of the Amendment Effective Date, certifying that, after giving effect hereto, the following statements shall be true: (i) the representations and warranties of each Obligor contained in this Amendment and in the Loan Credit Documents shall be true and are correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date, or expressly relate to the Amendment Effective Date Senior Secured Financial Indebtedness Default), as though made on and as of such date date; and (unless such representations ii) no event has occurred and is continuing, or warranties are stated is anticipated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereofoccur, which representations and warranties shall be true and correct in all respects subject to such qualificationconstitutes (or would constitute when it occurs) as of such earlier date) (except to the extent any such representation a Default, or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or an Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from both unless waived by this Amendment becoming effective in accordance with its terms.Amendment; and (bc) The Agents a Certificate of the Company, signed by the Secretary, Assistant Secretary or other officer on behalf of the Company and the Lenders shall have executed other Obligors, certifying as to the incumbency and specimen signature of each officer of each Obligor executing this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Partiesany other document delivered in connection herewith.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon on which all such conditions are so satisfied is referred to herein as the “First Amendment Date”): a) the Agent shall have been satisfied received a certificate, dated the First Amendment Date, executed by the President, a Vice President or waiveda Financial Officer of the Borrower Representative, certifying that, as of the case may beFirst Amendment Date, by (i) that the Agents being herein called the "Amendment Effective Date"): (a) The representations and warranties contained in this Amendment and in the other Loan Documents shall be are true and correct in all material respects (except provided that such materiality qualifier shall not be applicable to any representations representation or warranties warranty that already are is qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties Effect shall be true and correct in all respects subject to such qualificationrespects) on and as of the Amendment Effective Date as though made on and as of such date (unless except to the extent that such representations or and warranties are stated to relate specifically refer to an earlier date, in which case such representations and warranties shall be they are true and correct in all material respects (except that such materiality qualifier shall not be applicable to or, in the case of any representations representation or warranties that already are warranty qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualificationrespects) on and as of such earlier date; (ii) (except to the extent any such representation or warranty is incorrect solely by reason that as of the occurrence First Amendment Date and continuance of any Specified Event); and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (iii) this Amendment is effected in accordance with the terms of the Credit Agreement, the ABL Loan Documents and the Intercreditor Agreement; b) the Borrowers shall have prepaid the Term Loans pursuant to Section 2.11(a) of the Credit Agreement in an aggregate principal amount no less than $25,000,000, and such prepayment amount shall have been applied, pro rata (according to the principal amount of each First Amendment Consenting Lender’s Term Loans outstanding immediately prior to such prepayment), to prepay the Term Loans held by the First Amendment Consenting Lenders (other than Existing Events Declining Lenders (as defined below)) (to be applied to installments of Default such Term Loans in inverse order of maturity), it being understood that (i) such prepayment shall be accompanied by the payment of accrued interest to the extent required by Section 2.13 of the Credit Agreement and Events amounts due under Section 2.16 of Default the Credit Agreement, (ii) the First Amendment Consenting Lenders hereby waive the requirement that the Borrower Representative provide prior notice of such prepayment pursuant to Section 2.11(f) of the Credit Agreement and (iii) any First Amendment Consenting Lender may arise because elect to decline its pro rata share of the prepayment contemplated above by providing notice of such election to the Agent on or prior to the First Amendment Date (any Specified Eventsuch declining First Amendment Consenting Lender, a “Declining Lender”) (and, for the avoidance of doubt, such pro rata share shall be distributed pro rata to the First Amendment Consenting Lenders that are not Declining Lenders and each Declining Lender irrevocably waives its right to receive such prepayment); c) Holdings and the Borrowers shall have occurred paid to the Agent (i) all applicable fees and be continuing other amounts due and payable to the Agent on or prior to the First Amendment Effective Date or result from Date, as separately agreed to by the Borrowers and the Agent, (ii) all costs and expenses due and payable under this Amendment becoming effective Amendment, and (iii) for the account of the DDTL Lenders, all accrued but unpaid commitment fees payable in accordance with its terms.Section 2.12(a) of the Credit Agreement; and (bd) The Agents and the Lenders Agent shall have executed received counterparts of this Amendment duly executed by Holdings, the Borrowers, each other Loan Party, the Administrative Agent and received counterparts to this Amendment which bear Lenders constituting the signatures of each of the Loan PartiesRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective only on the Effective Date and enforceable against the parties hereto upon satisfaction in full the occurrence of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Amendment, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantor, the Administrative Agent, and the Lenders constituting at least the Required Lenders. (b) The Borrower shall have paid to the Administrative Agent all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 10.1 of the Credit Agreement. (c) The Administrative Agent shall have received such other documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Lender may reasonably request. (d) The representations and warranties contained in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, in which case such representations and warranties it shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); , and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termscontinuing. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full as of the following conditions precedent, unless waived in writing by the Agents date (the first date upon “Effective Date”) on which all such the following conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):: (a) The Administrative Agent shall have received counterparts of this Agreement executed by the Loan Parties, each Commitment Increase Lender, the U.S. L/C Issuer and the U.S. Swing Line Lender. (b) Immediately before and after giving effect to this Agreement: (i) the representations and warranties of each Borrower and each other Loan Party contained in this Amendment and in Article V of the Credit Agreement or any other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in all respects in the text thereof, which case of any representations and warranties shall be true and correct in all respects subject to such qualificationqualified by materiality) on and as of the Amendment Effective Date as though made on and as of such date (unless Date, except to the extent that such representations or and warranties are stated to relate specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in all respects in the text thereof, which case of any representations and warranties shall be true and correct in all respects subject to such qualificationqualified by materiality) as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (except b) of the Credit Agreement shall be deemed to refer to the extent any such representation or warranty is incorrect solely by reason most recent statements furnished pursuant to Sections 6.01(a) and (b) of the occurrence and continuance of any Specified Event); and Credit Agreement, respectively; (ii) no Default or Event of Default (other than Existing Events shall exist, or would result from, the effectiveness of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.Agreement; and (biii) The Agents (A) the lesser of (1) the Total Borrowing Base and (2) the Lenders shall have executed this Amendment Revolving Credit Facility, exceeds the Outstanding Amount of the Revolving Credit Loans, Swing Line Loans and received counterparts L/C Obligations as of the Effective Date, after giving effect to this Amendment which bear the signatures of each of the Loan Parties.Agreement,

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full as of the Effective Date at the time that all the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions precedent have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):satisfied: (a) The representations execution and warranties contained in delivery of an original counterpart of this Amendment by the Borrowers, the Administrative Agent and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.Required Lenders; (b) The Agents all corporate or other action necessary for the valid execution, delivery and performance by the Borrowers of this Amendment shall have been duly and effectively taken, and evidence thereof shall have been provided to the Administrative Agent; (c) there shall not have occurred since March 31, 2014 any event or circumstance, either individually or in the aggregate, that has had or could be reasonably expected to have a Material Adverse Effect; (d) there shall not be any actions, suits, proceedings, claims or disputes pending or, to the knowledge of any of the Borrowers, threatened, at Law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; (e) No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time such projected financial information was delivered (it being recognized by the Administrative Agent and the Lenders that such projected financial information is not to be viewed as fact and is subject to significant uncertainties and contingencies many of which are beyond the Borrowers’ control, that no assurance can be given that any particular financial projections will be realized, and that actual results may vary materially from such projected financial information); (f) the Administrative Agent shall have executed this Amendment and received counterparts to this Amendment which bear received, for the signatures account of each Lender who has agreed to extend the Maturity Date of its Loans and the Availability Period of its Revolving Credit Commitments, the fee for such extension as provided in the Fee Letter; (g) all accrued and invoiced fees and expenses of the Loan PartiesAdministrative Agent, the Syndication Agent and the Active Co-Lead Arrangers, including reasonable and documented legal fees and related out-of-pocket expenses, shall have been paid by the Borrowers.

Conditions to Effectiveness. This Amendment shall become effective (the “Thirteenth Amendment Effective Date”) only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):: (a) The Collateral Agent shall have received counterparts of this Amendment that bear the signatures of each Credit Party, each Agent and the Requisite Lenders. (b) Except as set forth in the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment and the Twelfth Amendment, the representations and warranties contained herein, in this Amendment Section IV of the Credit Agreement and in the Loan Documents shall be each other Credit Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Thirteenth Amendment Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations on and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date). (c) Borrower shall have paid to Administrative Agent all amounts due and owing to any Agent or any Lender in connection with this Amendment and the Credit Documents. (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no d) No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Thirteenth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (be) The Agents and the Lenders shall have executed this Amendment and received counterparts All legal matters incident to this Amendment which bear shall be reasonably satisfactory to the signatures of each of the Loan PartiesAgents and their respective counsel.

Conditions to Effectiveness. This The amendment set forth in Section 1 of this Amendment shall become effective only upon the satisfaction in full of all of the following conditions precedentprecedent on or prior to November 7, unless waived in writing by the Agents 1997 (the first date upon which of satisfaction of all such conditions have been satisfied or waived, being referred to as the case may be, by the Agents being herein called the "Amendment Effective Date"): (a) On or before the Amendment Effective Date, the Borrower shall deliver to the Agent, on behalf of the Banks, this Amendment, duly executed and delivered by the Borrower, the General Partner, ▇▇▇▇▇▇▇▇, Ferrellgas Finance Corp. ("Finance Corp."), the Banks and the Agent. (b) On or before the Amendment Effective Date, all corporate, partnership and other proceedings taken or to be taken in connection with the transactions contemplated by this Amendment, and all documents incidental thereto, shall be reasonably satisfactory in form and substance to the Agent and its counsel, and the Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as they may reasonably request. (c) All governmental actions or filings necessary for the execution, delivery and performance of this Amendment shall have been made, taken or obtained, and no order, statutory rule, regulation, executive order, decree, judgment or minjunction shall have been enacted, e ntered, issued, promulgated or enforced by any court or other governmental entity which prohibits or restricts the transactions contemplated by thi Amendment nor shall any action have been commenced or threatened seeking any injunction or any restraining or other order to prohibit, restrain, invalidate or set aside the transactions contemplated by this Amendment. (d) The representations and warranties contained set forth in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termsDate. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full (or waiver by the Agents), in a manner satisfactory to the Agents, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Third Amendment Effective Date"): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and each Lender. (b) The representations and warranties contained in this Amendment Amendment, in the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Loan Documents shall be date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Third Amendment Effective Date as though made on and as of the Third Amendment Effective Date, except to the extent that any such date (unless such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (c) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Third Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (bd) After giving pro forma effect to the Term A-1 Loans to be made on the Third Amendment Effective Date and the payment of all fees (including the fees payable pursuant to Section 2.06 and Section 12.04 of the Financing Agreement), costs and expenses in connection with this Amendment, Availability shall not be less than $10,000,000 and (ii) all liabilities of the Loan Parties shall be current. The Administrative Borrower shall deliver to the Collateral Agent a certificate of the chief financial officer of the Administrative Borrower certifying as to the matters set forth in clauses (i) and (ii) above and containing a reasonably detailed calculation of Availability. (e) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the making of the Term A-1 Loans on the Third Amendment Effective Date shall have been obtained and shall be in full force and effect. (f) There shall exist no claim, action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority which relates to the Loans or which could reasonably be expected to have a Material Adverse Effect. (g) The Agents and the Lenders shall have received all documentation and other information reasonably requested prior to the Third Amendment Effective Date that is required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Patriot Act, and all such documentation and other information shall be in form and substance reasonably satisfactory to the Agents and the Lenders. (h) The Collateral Agent shall have determined, in its reasonable discretion, that no event or development shall have occurred since June 30, 2017 which could reasonably be expected to have a Material Adverse Effect. (i) The making of the Term A-1 Loans on the Third Amendment Effective Date shall not contravene any law, rule or regulation applicable to any Secured Party (it being understood that as of the date hereof, the Agents and the Lenders do not have knowledge of any applicable law, rule or regulation that would cause the Loans to be made or issued by the Agents and the Lenders to be in contravention of any law, rule or regulation applicable to any Agent or any Lender). (j) The Borrowers shall have paid on or before the Third Amendment Effective Date all fees, costs, expenses and taxes then payable pursuant to Section 2.06 of the Financing Agreement and Section 12.04 of the Financing Agreement. (k) The Agents shall have received evidence, in form and substance reasonably satisfactory to them, that not less than $2,500,000 has been contributed by the Parent in the form of cash equity contributions (which shall be in the form of common stock or preferred stock constituting Qualified Equity Interests) (the "M▇▇▇▇-▇▇▇▇▇▇ Equity Contribution"). The proceeds of the M▇▇▇▇-▇▇▇▇▇▇ Equity Contribution and the Term A-1 Loans made on the Third Amendment Effective Date shall be sufficient to consummate the M▇▇▇▇-▇▇▇▇▇▇ Acquisition and pay all related fees and expenses. (l) The Collateral Agent shall have received on or before the Third Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Third Amendment Effective Date: (i) the Third Amendment Disbursement Letter, duly executed by the Agents, the Lenders and the Loan Parties; (ii) the results of searches for any effective UCC financing statements, tax Liens or judgment Liens filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens); (iii) a certificate of an Authorized Officer of each Loan Party, certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Third Amendment Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by this Amendment and received counterparts the other Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which bear such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Amendment and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers and (D) as to the matters set forth in Sections 5(b) and 5(c) of this Amendment; (iv) a certificate of the chief financial officer of the Parent certifying compliance with the covenants set forth in Section 7.03 of the Financing Agreement, as amended hereby; (v) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Third Amendment Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions; (vi) an opinion of (A) Shearman & Sterling LLP, counsel to the Loan Parties and (B) M▇▇▇▇▇▇▇ Carano LLP and G▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC, each acting as local counsel to the Loan Parties, in each case, as to such matters as the Collateral Agent may reasonably request; (vii) a certificate of the chief financial officer of the Parent, certifying as to the solvency of the Loan Parties, taken as a whole (after giving effect to the Loans made on the Third Amendment Effective Date), which certificate shall be substantially in the form of the certificate delivered on the Effective Date pursuant to Section 5.01(d)(xi); (viii) fully executed copies of the M▇▇▇▇-▇▇▇▇▇▇ APA and the M▇▇▇▇-▇▇▇▇▇▇ Acquisition Collateral Assignment, each in form and substance satisfactory to the Collateral Agent; (A) a termination of security interest in Intellectual Property for each assignment for security recorded by any Person at the United States Patent and Trademark Office or the United States Copyright Office and covering any intellectual property of M▇▇▇▇-▇▇▇▇▇▇ that constitutes Transferred Assets (as defined in the M▇▇▇▇-▇▇▇▇▇▇ APA), and (B) UCC-3 termination statements for all UCC-1 financing statements filed by any Person and covering any portion of the Collateral that includes Transferred Assets; and (x) a Notice of Borrowing pursuant to Section 2.02 of the Financing Agreement.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full (or waiver by the Agents), in a manner satisfactory to the Agents (such satisfaction to be evidenced by the delivery of their respective signature pages hereto), of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Sixth Amendment Effective Date"): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and each Lender. (b) The representations and warranties contained in this Amendment Amendment, in the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Loan Documents shall be date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Sixth Amendment Effective Date as though made on and as of the Sixth Amendment Effective Date, except to the extent that any such date (unless such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (c) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Sixth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (bd) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with this Amendment or any other Loan Document shall have been obtained and shall be in full force and effect. (e) There shall exist no claim, action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority which relates to the Loans or which could reasonably be expected to have a Material Adverse Effect. (f) The Collateral Agent shall have determined, in its reasonable discretion, that no event or development shall have occurred since September 30, 2018 which could reasonably be expected to have a Material Adverse Effect. (g) The Borrowers shall have paid on or before the Sixth Amendment Effective Date all fees, costs, expenses and taxes then payable pursuant to Section 2.06 of the Financing Agreement and Section 12.04 of the Financing Agreement, including, without limitation, (i) as set forth in the Fee Letter and (ii) all reasonable and documented out-of-pocket fees, costs and expenses of the Agents and the Lenders in connection with the preparation, execution and delivery of this Amendment or otherwise payable under the Financing Agreement, including, without limitation, reasonable fees, disbursements and other charges of counsel to the Agents and the Lenders. (h) The Administrative Agent shall have received an amendment fee equal to $50,000, which the Borrowers acknowledge was fully earned and payable upon execution of this Amendment. (i) The Collateral Agent shall have received on or before the Sixth Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Sixth Amendment Effective Date: (i) Amendment No. 3 to the Amended and Restated Fee Letter, dated as of the date hereof, duly executed by the Loan Parties and the Collateral Agent; (ii) the Junior Term B Participation Agreement, dated as of the date hereof, duly executed by the Junior Participants identified on the signature pages thereto, the Collateral Agent and the Term B Lenders (the "Junior Participation Agreement"); (iii) a certificate of an Authorized Officer of each Loan Party, certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Sixth Amendment Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions of such Loan Party authorizing (1) the transactions contemplated by this Amendment and received counterparts the other Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which bear such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Amendment and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers and (D) as to the matters set forth in Sections 5(b) and 5(c) of this Amendment; and (iv) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan PartiesParty certifying as of a recent date not more than 30 days prior to the Sixth Amendment Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions. (j) The Collateral Agent shall have received the Purchase Price (as defined in the Junior Participation Agreement) in accordance with the terms of the Junior Participation Agreement.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full as of the date on which each of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waivedsatisfied, as the case may be, determined by the Agents being herein called the "Amendment Effective Date"):Agent in its sole discretion: (a) The the Agent shall have received (including by way of facsimile or other electronic transmission) a duly authorized, executed and delivered counterpart of the signature page to this Agreement from each Credit Party, the Agent and the Lenders; (b) the Agent shall have received a duly executed copy of Amendment No. 2 to Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan); (c) the Agent shall have received a duly executed copy of the Stock Purchase Agreement, dated as of the date hereof, by and among ROS Acquisition Offshore LP, Royalty Opportunities S.àr.l and OrbiMed Royalty Opportunities II, LP, as sellers, and the purchasers party thereto, and confirmation from Borrower that the Closing (as such term is defined therein) has occurred; (d) After giving effect to the amendments set forth in Section 2, all representations and warranties contained in this Amendment and set forth in the Loan Documents Credit Agreement shall be true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to of such qualificationrepresentation or warranty) on and as of the Amendment Effective Date as though made on and as of date hereof, except to the extent that any such representation or warranty relates to a specific date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) date (except to without duplication of any materiality qualifier in the extent any text of such representation or warranty is incorrect solely by reason warranty) (and Borrower’s delivery of the occurrence and continuance of any Specified Eventits signature hereto shall be deemed to be its certification thereof); and (e) immediately prior to and after giving effect to this Agreement, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of exists under any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan PartiesFinancing Documents.

Conditions to Effectiveness. This Amendment Agreement shall become effective and be deemed effective as of the date when, and only upon satisfaction in full when, all of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):satisfied: (a) The the Lenders shall have received (i) a copy of this Agreement, duly authorized, executed and delivered by the Loan Parties and the Required Lenders and (ii) an executed copy of the Consent and Reaffirmation in the form attached hereto as Annex II; (b) the Lenders shall have received a fully executed agreement amending certain provisions of the ABL Credit Agreement, in form and substance reasonably acceptable to the Required Lenders; (c) the representations and warranties of the Loan Parties contained in this Amendment Agreement, the Credit Agreement and in the other Loan Documents shall be true true, correct and correct complete in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date hereof (unless except to the extent such representations or and warranties are stated to specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date); (d) (except to the extent any such representation or warranty is incorrect solely by reason Borrower shall have paid all fees costs and expenses due and payable as of the occurrence date hereof under the Credit Agreement and continuance of any Specified Event)the other Loan Documents, including without limitation all attorney’s fees and expenses incurred by Agent and the Lenders; and and (e) no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date date hereof or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each as of the Loan Partiesdate of the effectiveness of this Agreement.

Conditions to Effectiveness. This Amendment 3.1 The provisions contained in Section 2 herein shall become be effective only upon the satisfaction in full of each of the following conditions precedent, unless in a manner satisfactory to Lender, or otherwise waived by Lender in writing by the Agents its sole discretion (the first date upon on which all such conditions have been precedent are satisfied or waived, as waived by Lender shall be the case may be, by the Agents being herein called the "“Fourth Amendment Effective Date"”): (a) The the receipt by Lender, in form and substance satisfactory to Lender, of an original (or faxed or electronic copy) of this Amendment, duly authorized, executed and delivered by Borrower; (b) receipt by Lender of payment from Borrower of all costs and expenses, including, without limitation, all legal fees and expenses, incurred by Lender in the structuring, negotiation, arrangement and/or preparation of this Amendment and the agreements, documents and/or instruments in connection herewith or contemplated hereby; (c) all of the representations and warranties contained in this Amendment and in the Forbearance Agreement, the Loan Documents Agreement and each of the other Loan Documents, as amended hereby, shall be true and correct in all material respects (after giving effect to this Amendment, except to the extent that any such materiality qualifier shall not be applicable to any representations representation or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and warranty is made as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier a specified date, in which case such representations and warranties representation or warranty shall be have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date; (d) the receipt by Lender, in form and substance satisfactory to Lender, of an original (except or faxed or electronic copy) amendment to that certain forbearance agreement dated on or about July 8, 2018, by and between Heritage and Borrower, duly authorized, executed and delivered by each of the parties thereto; (e) after giving effect to the extent any such representation or warranty is incorrect solely by reason provisions of the occurrence and continuance of any Specified Event); and this Amendment, no Default default, or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall exist or shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termscontinuing. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment Agreement (and the amendments in Section 2) shall become effective only upon satisfaction in full of on the following conditions precedent, unless waived in writing by the Agents date (the first date upon “Amendment No. 8 Effective Date”) on which all such the conditions set forth in this Section 4 shall have been satisfied or waivedwaived by the Lenders and, as applicable, Administrative Agent but, in any event, solely after the case may be, by effectiveness of the Agents being herein called Step One Agreements (the "“Amendment No. 8 Effective Date"Time”): 4.1 Administrative Agent shall have executed this Agreement, in its capacity as Administrative Agent, and shall have received counterparts of this Agreement executed by ▇▇▇▇▇▇▇▇, each Lender and the Calculation Agent. 4.2 Administrative Agent, on behalf of each Lender, shall have received a certificate executed by a Responsible Officer of Borrower certifying that: (ai) The Each of the representations and warranties made by Borrower set forth in Article V of the Amended Loan Agreement (other than, for the avoidance of doubt, Section 5.20 contained in this Amendment therein) and in the other Loan Documents shall be true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality, in which case to that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties extent it shall be true and correct in all respects subject to such qualificationrespects) on and as of the Amendment Effective Date date hereof with the same effect as though made on and as of such date (unless date, except to the extent such representations or and warranties are stated to expressly relate to an earlier date, date (in which case such representations and warranties shall be true and correct in all material respects (except that to the extent such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties are already qualified by materiality, in which case to that extent they shall be true and correct in all respects subject to such qualificationrespects) as of such earlier date); and (ii) No Default shall exist as of the Amendment No. 8 Effective Date or would result from the consummation of the transactions contemplated by this Agreement on the Amendment No. 8 Effective Date. 4.3 Administrative Agent and each Lender shall have received (except x) such documents and certifications as Administrative Agent or any Lender may reasonably require to evidence that Borrower is duly organized or formed under the Laws of the jurisdiction of its organization and is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and each other jurisdiction where it is conducting business and (y) resolutions or other evidence of organizational action authorizing the execution, delivery and performance of this Agreement and the Amended Loan Agreement, in each case, and consistent with those delivered on the Amendment No. 7 Effective Date in connection with the entering into of Amendment No. 7. 4.4 Borrower shall have paid all reasonable, documented and out-of-pocket fees, charges and disbursements of counsel to the Lenders and Agents to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default invoiced at least two (other than Existing Events of Default and Events of Default that may arise because of any Specified Event2) shall have occurred and be continuing on Business Days prior to the Amendment No. 8 Effective Date or result from this Amendment becoming effective Date; provided that such amount shall not thereafter preclude a final settling of accounts between Borrower, such Lenders and Agents; provided, further that, in accordance with its terms. (b) The each case, in the case of legal fees and expenses, such fees and expenses shall be limited to the reasonable and documented fees, charges and disbursements of a single counsel to Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.Lenders, taken as a whole. ​

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full The effectiveness of this Consent is subject to the prior or concurrent consummation of each of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):conditions: (a) The representations Administrative Agent shall have received a fully executed copy of this Consent executed by each Loan Party and warranties contained each Lender, together with such other documents, agreements and instruments as the Administrative Agent may reasonably require or reasonably request; (b) the Asset Sale shall have been consummated (or substantially concurrently with the effectiveness of this Consent will be consummated) in this Amendment and in accordance with the Loan terms of the Sale Documents shall be true and correct in all material respects (except without any modification thereto or waiver thereunder that such materiality qualifier is adverse to the interests of the Administrative Agent and/or the Lenders unless consented to by the Administrative Agent in writing); (c) The Loan Parties shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereofhave paid all fees, which representations costs and warranties shall be true expenses due and correct in all respects subject to such qualification) on and payable as of the Amendment Effective Date as though made on date hereof under the Loan Agreement and as of such date the other Loan Documents; (unless such representations or warranties are stated to relate to an earlier dated) all proceedings taken in connection with the transactions contemplated by this Consent, in which case such representations the Sale Documents and warranties all documents, instruments and other legal matters incident thereto shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except reasonably satisfactory to the extent any such representation or warranty is incorrect solely by reason of the occurrence Administrative Agent and continuance of any Specified Event)its legal counsel; and and (e) no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on or shall be caused by the Amendment Effective Date or result from transactions contemplated by this Amendment becoming effective in accordance with its terms. (b) The Agents Consent, the Sale Documents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Partiestransactions contemplated thereby. To the extent any of the conditions precedent set forth above in this Section 4 is required to be satisfied in a manner acceptable or satisfactory to the Administrative Agent or any Lender, the delivery by the Administrative Agent and each such Lender party hereto of its executed signature page to this Consent shall be deemed to constitute the Administrative Agent's or such L▇▇▇▇▇'s confirmation, as applicable, that such condition precedent has been satisfied in a manner acceptable or satisfactory to the Administrative Agent or such Lender.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full as of the date on which each of the following conditions precedent, unless has been satisfied (or waived in writing by the Agents (Agent and the first date upon which all such conditions have been satisfied or waivedLenders), as the case may be, determined by the Agents being herein called the "Amendment Effective Date"):Agent in its sole discretion: (a) The Borrowers and the Required Lenders shall each have delivered to Agent this Agreement, executed by an authorized officer of each such Person; ​ ​ (b) Agent shall have received a fully executed copy of Amendment No. 2 to Amended and Restated Credit and Security Agreement (Term Loan), dated as of the date hereof, by and among Borrowers, Agent and the Lenders constituting at least the Required Lenders (as each term is defined in the Affiliated Credit Agreement), executed by an authorized officer of each party thereto; (c) all representations and warranties of Borrowers contained in this Amendment and in the Loan Documents herein shall be true and correct in all material respects (except that such without duplication of any materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to of such qualificationrepresentation or warranty) on and as of the Amendment Effective Date as though made on and as of date hereof except to the extent that any such representation or warranty relates to a specific date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) date (except to without duplication of any materiality qualifier in the extent any text of such representation or warranty is incorrect solely by reason warranty) (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (d) prior to and after giving effect to the occurrence and continuance of any Specified Event); and agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; and (other than Existing Events of Default and Events of Default that may arise because of any Specified Evente) Borrowers shall have occurred delivered such other documents, information, certificates, records, permits, and be continuing on filings as the Amendment Effective Date or result from Agent may reasonably request in connection with this Amendment becoming effective in accordance with its termsAgreement. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full full, in a manner reasonably satisfactory to the Origination Agent, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents waived being herein called the "“Fifth Amendment Effective Date"”): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and the Required Lenders. (b) The representations and warranties contained in this Amendment and in Article VI of the Financing Agreement and in each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fifth Amendment Effective Date Date, after giving effect to this Amendment (including the consent set forth in Section 3 hereof), as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (c) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Fifth Amendment Effective Date Date, after giving effect to this Amendment (including the consent set forth in Section 3 hereof), or result from this Amendment becoming effective in accordance with its terms. (bd) The Agents and the Lenders Borrowers shall have executed this paid on or before the Fifth Amendment Effective Date all fees, costs and received counterparts expenses then payable pursuant to this Section 2.06 and Section 12.04, including, without limitation, the reasonable fees and expenses of (i) S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP, counsel to the Origination Agent and (ii) Holland & Knight LLP, counsel to Administrative Agent. (e) The Borrowers shall have delivered a Notice of Borrowing to Administrative Agent at least one day prior to the Fifth Amendment which bear the signatures of each of the Loan PartiesEffective Date.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of the date (the “Effective Date”) on which the Administrative Agent and Required Lenders have received (or waived receipt of) the following conditions precedentdocuments and other evidence, unless waived each in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):form and substance satisfactory to them: (a) The this Amendment, signed by all Obligors party to it; (b) the representations and warranties contained in Section 7 and in this Amendment and in the Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment Waiver shall become effective only upon satisfaction in full full, in a manner satisfactory to the Agents, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, being hereinafter referred to as the case may be, by the Agents being herein called the "Amendment Effective Date"): (a) The Except for such representations and warranties that are not true and correct as a result of the items waived in Section 2 of this Waiver, the representations and warranties contained in this Amendment Article VI of the Financing Agreement and in the each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct (except for such representations and warranties that are not true and correct as a result of the items waived in Section 2 of this Waiver) in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date). (b) (except After giving effect to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and this Waiver, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment Waiver becoming effective in accordance with its terms. (bc) The Agents and the Lenders Collateral Agent shall have received on or before the Effective Date this Waiver, duly executed this Amendment and received counterparts to this Amendment which bear the signatures of each of by the Loan Parties, each Agent and the Required Lenders.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full full, in a manner reasonably satisfactory to the Origination Agent, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents waived being herein called the "“Sixth Amendment Effective Date"”): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and the Lenders; (b) The Merger Closing Date shall concurrently occur; (c) The representations and warranties contained in this Amendment and in Article VI of the Financing Agreement and in each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Sixth Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable applied to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date); (d) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Sixth Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms.; and (be) The Agents and the Lenders Borrowers shall have executed this paid on or before the Sixth Amendment Effective Date all fees, costs and received counterparts expenses then payable pursuant to this Amendment which bear Section 2.06 and Section 12.04, including, without limitation, the signatures reasonable fees and expenses of each of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan PartiesOrigination Agent.

Conditions to Effectiveness. This Amendment The amendments to the Credit Agreement set forth in Section 1 shall become effective only upon satisfaction in full as of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):hereof upon: (a) The the Administrative Agent’s receipt of counterparts of this Amendment executed by each Borrower, each other Loan Party, the Administrative Agent, each Issuing Bank, and the Required Lenders; (b) the Borrowers shall have delivered all customary agreements, certificates and other customary documents reasonably requested by the Administrative Agent in connection with this Amendment and the matters contemplated hereby; (c) the Administrative Agent shall have received a certificate signed by a duly authorized officer of each Borrower to the effect that, before and after giving effect to this Amendment on the date hereof: (i) the representations and warranties contained in this Amendment Article III of the Credit Agreement and in each of the other Loan Documents are true and correct in all material respects on and as of the date of such certificate as though made on and as of each such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (except only as of such specified date), and that such any representation or warranty which is subject to any materiality qualifier shall not be applicable required to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event)respects; and (ii) no Default or Event of Default has occurred and is continuing or would result after giving effect to this Amendment; and (other than Existing Events of Default and Events of Default that may arise because of any Specified Eventd) the Borrowers shall have occurred and be continuing on paid to each Agent (i) for the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (b) The Agents and benefit of the Lenders shall have executed this Amendment and received counterparts consenting to this Amendment which bear (including JPMorgan Chase in its capacity as a Lender) (the signatures of each of “Consenting Lenders”), the Amendment Fee and (ii) such other fees or other amounts as may be then payable pursuant to any Loan PartiesDocument.

Conditions to Effectiveness. This Amendment shall become effective only upon The effectiveness of the amendments set forth in Section 2 hereof are subject solely to satisfaction in full of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all of such conditions have been satisfied or waived, as satisfaction being the case may be, by the Agents being herein called the "“Amendment Effective Date"”): (ai) The the Borrower shall have executed and delivered counterparts of this Amendment to the Administrative Agent, (ii) Lenders constituting the Required Lenders (as defined in the Existing Credit Agreement) shall have executed and delivered counterparts of this Amendment to the Administrative Agent, and (iii) the Administrative Agent shall have executed a counterpart of this Amendment; (b) the representations and warranties of the Borrower contained in this Section 4 hereof shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in the Loan Documents which case they shall be true and correct in all material respects (as of such earlier date except for any representation and warranty that such materiality qualifier shall not be applicable to any representations or warranties that already are is qualified or modified as to by materiality or "reference to Material Adverse Effect" in the text thereof, which representations such representation and warranties warranty shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date; (c) (except prior to and immediately after the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and Amendment Effective Date, no Default or Event of Default shall exist; and (d) all legal fees, charges, disbursements of and other than Existing Events charges of Default counsel to the Administrative Agent and Events the Lenders in connection with this Amendment required to be paid by the Borrower pursuant to Section 10.04 of Default that may arise because of any Specified Event) the Exiting Credit Agreement shall have occurred and been paid or shall be continuing paid on the Amendment Effective Date or result from this to the extent invoiced prior to the Amendment becoming effective in accordance with its termsEffective Date. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full full, in a manner satisfactory to the Collateral Agent, of the following conditions precedent, unless precedent (the date such conditions are fulfilled or waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, Collateral Agent is hereinafter referred to as the case may be, by the Agents being herein called the "Amendment “Effective Date"”): (a) The Collateral Agent shall have received this Agreement, duly executed by each Borrower, each Guarantor, the Collateral Agent, and Lenders constituting the Required Lenders. (b) Immediately after giving effect to this Agreement, the representations and warranties contained in this Amendment Agreement and in Article VI of the Financing Agreement and in each other Loan Documents Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality “materiality” or "“Material Adverse Effect" ” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless except to the extent that any such representations or warranties are stated to relate representation and warranty expressly relates solely to an earlier date, in which case case, such representations representation and warranties warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date). (c) (except Immediately after giving effect to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and this Agreement, no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termsDate. (bd) The Agents and Loan Parties shall have paid (i) a waiver fee to the Collateral Agent for the ratable benefit of the Lenders in the amount of $742,438.00, which fee shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each be earned in full as of the Loan PartiesEffective Date and shall be non-refundable, and (ii) all other fees, costs, expenses and taxes then payable, if any, pursuant to Section 2.06 or 12.04 of the Financing Agreement).

Conditions to Effectiveness. This Amendment shall become effective as of the Acquisition Effective Date when, and only upon satisfaction in full when, each of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as waived in accordance with the case may be, by the Agents being herein called the "Amendment Effective Date"):terms therein: (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrowers, the other Loan Parties and the Required Revolving Credit Lenders; (b) The Borrowers shall have paid all reasonable fees and expenses (including the reasonable fees and expenses of P▇▇▇ ▇▇▇▇▇▇▇▇ LLP) incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Existing Credit Agreement to the extent invoiced prior to the date hereof; and (c) Prior to and after giving effect to the Amendment, (i) the representations and warranties of the Borrowers and each other Loan Party contained in this Amendment the Existing Credit Agreement and each other Loan Document (including in the Loan Documents Section 4 hereof) shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless hereof; provided, that, to the extent that such representations or and warranties are stated to relate specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except as of such earlier date; provided, further, that such materiality qualifier shall not be applicable to any representations or warranties representation and warranty that already are is qualified or modified as to materiality or "“materiality”, “Material Adverse Effect" in the text thereof, which representations and warranties ” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects subject to on such qualificationrespective dates, (ii) as of such earlier date) (except no Default shall exist, or would result on the date hereof before or after giving effect to the extent any such representation or warranty is incorrect solely by reason effectiveness of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termsAmendment. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full (or waiver by the Agents), in a manner satisfactory to the Agents (such satisfaction to be evidenced by the delivery of their respective signature pages hereto), of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Fourth Amendment Effective Date"): (a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and each Lender. (b) The representations and warranties contained in this Amendment Amendment, in the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Loan Documents shall be date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fourth Amendment Effective Date as though made on and as of the Fourth Amendment Effective Date, except to the extent that any such date (unless such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (c) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Fourth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (bd) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the making of the Term A-2 Loans on the Fourth Amendment Effective Date shall have been obtained and shall be in full force and effect. (e) There shall exist no claim, action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority which relates to the Loans or which could reasonably be expected to have a Material Adverse Effect. (f) The Agents and the Lenders shall have received all documentation and other information reasonably requested prior to the Fourth Amendment Effective Date that is required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the Patriot Act, and all such documentation and other information shall be in form and substance reasonably satisfactory to the Agents and the Lenders. (g) The Collateral Agent shall have determined, in its reasonable discretion, that no event or development shall have occurred since June 30, 2018 which could reasonably be expected to have a Material Adverse Effect. (h) The making of the Term A-2 Loans on the Fourth Amendment Effective Date shall not contravene any law, rule or regulation applicable to any Secured Party (it being understood that as of the date hereof, the Agents and the Lenders do not have knowledge of any applicable law, rule or regulation that would cause the Loans to be made or issued by the Agents and the Lenders to be in contravention of any law, rule or regulation applicable to any Agent or any Lender). (i) The Borrowers shall have paid on or before the Fourth Amendment Effective Date all fees, costs, expenses and taxes then payable pursuant to Section 2.06 of the Financing Agreement and Section 12.04 of the Financing Agreement. (j) The Collateral Agent shall have received on or before the Fourth Amendment Effective Date the following, each in form and substance reasonably satisfactory to the Collateral Agent and, unless indicated otherwise, dated the Fourth Amendment Effective Date: (i) the Junior Participation Agreement, duly executed by the Junior Participant, the Collateral Agent and the Term A-2 Lenders; (ii) the results of searches for any effective UCC financing statements, tax Liens or judgment Liens filed against any Loan Party or its property, which results shall not show any such Liens (other than Permitted Liens); (iii) a certificate of an Authorized Officer of each Loan Party, certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate of formation, certificate of limited partnership or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Fourth Amendment Effective Date by an appropriate official of the jurisdiction of organization of such Loan Party which shall set forth the same complete name of such Loan Party as is set forth herein and the organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions of such Loan Party authorizing (1) the borrowings hereunder and the transactions contemplated by this Amendment and received counterparts the other Loan Documents to which such Loan Party is or will be a party, and (2) the execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which bear such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document (in the case of a Borrower, including, without limitation, Notices of Borrowing, LIBOR Notices and all other notices under this Amendment and the other Loan Documents) to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, together with evidence of the incumbency of such authorized officers and (D) as to the matters set forth in Sections 5(b) and 5(c) of this Amendment; (iv) a certificate of the chief financial officer of the Parent certifying compliance with the covenants set forth in Section 7.03 of the Financing Agreement, as amended hereby; (v) a certificate of the appropriate official(s) of the jurisdiction of organization and, except to the extent such failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, each jurisdiction of foreign qualification of each Loan Party certifying as of a recent date not more than 30 days prior to the Fourth Amendment Effective Date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such jurisdictions; (vi) an opinion of (A) Shearman & Sterling LLP, counsel to the Loan Parties and (B) M▇▇▇▇▇▇▇ Carano LLP and G▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC, each acting as local counsel to the Loan Parties, in each case, as to such matters as the Collateral Agent may reasonably request; (vii) a certificate of the chief financial officer of the Parent, certifying as to the solvency of the Loan Parties, taken as a whole (after giving effect to the Loans made on the Fourth Amendment Effective Date), which certificate shall be substantially in the form of the certificate delivered on the Effective Date pursuant to Section 5.01(d)(xi); (viii) a Notice of Borrowing pursuant to Section 2.02 of the Financing Agreement; and (ix) the Administrative Agent shall have received an amendment fee equal to $30,000, which the Borrowers acknowledge was fully earned and payable upon execution of this Amendment.

Conditions to Effectiveness. This Amendment shall become effective (the “Fifteenth Amendment Effective Date”) only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):: (a) The Collateral Agent shall have received counterparts of this Amendment that bear the signatures of each Credit Party, each Agent and the Requisite Lenders. (b) Except as set forth in the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment and the Fourteenth Amendment, the representations and warranties contained herein, in this Amendment Section IV of the Credit Agreement and in the Loan Documents shall be each other Credit Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Fifteenth Amendment Effective Date as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations on and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date). (c) Borrower shall have paid to Administrative Agent all amounts due and owing to any Agent or any Lender in connection with this Amendment and the Credit Documents. (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no d) No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Fifteenth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (be) The Agents and the Lenders shall have executed this Amendment and received counterparts All legal matters incident to this Amendment which bear shall be reasonably satisfactory to the signatures of each of the Loan PartiesAgents and their respective counsel.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full of the following conditions precedentfollowing, unless waived as determined by Agent in writing by the Agents its reasonable discretion (the first date upon which all of such conditions have been satisfied or waivedeffectiveness, as the case may be, by the Agents being herein called the "“Amendment Effective Date"”): (a) The representations a. Agent shall have received counterparts of this Amendment executed and delivered by the Borrower, the Guarantors party hereto and the Lenders; b. before and after giving effect to this Amendment, no Default or Event of Default shall exist or have occurred and be continuing as of the Amendment Effective Date; c. all of the representations, warranties and certifications of or on behalf of the Obligors contained in this Amendment Section 3 hereof and set forth in the Loan Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that in all respects if already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on (in each case both immediately before and as of such date (unless immediately after giving effect to this Amendment), except to the extent that such representations or and warranties are stated to relate specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that in all respects if already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to ; and d. the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) Obligors shall have occurred and be continuing paid on or before the Amendment Effective Date or result from any and all fees required to be paid pursuant to this Amendment becoming effective in accordance with its terms. (b) The Agents and the Loan Agreement and all Lender Expenses incurred by Agent and the Lenders in connection with this Amendment, including, without limitation, the reasonable fees and expenses of ▇▇▇▇▇▇ & Bird LLP, counsel to Agent. The Obligors shall have executed this Amendment be deemed to represent and received counterparts warrant to this Amendment which bear the signatures of Agent that each of the Loan Partiesforegoing conditions have been satisfied upon the release of their respective signatures to this Amendment.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full The effectiveness of this Consent is subject to the prior or concurrent consummation of each of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):conditions: (a) The representations Agent shall have received a fully executed copy of this Consent executed by each Loan Party and warranties contained each Lender, together with such other documents, agreements and instruments as Agent may reasonably require or reasonably request; (b) the Asset Sale shall have been consummated (or substantially concurrently with the effectiveness of this Consent will be consummated) in this Amendment and in accordance with the Loan terms of the Sale Documents shall be true and correct in all material respects (except without any modification thereto or waiver thereunder that such materiality qualifier is adverse to the interests of Agent and/or the Lenders unless consented to by Agent in writing); (c) the Loan Parties shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereofhave paid all fees, which representations costs and warranties shall be true expenses due and correct in all respects subject to such qualification) on and payable as of the Amendment Effective Date as though made on date hereof under the Credit Agreement and as of such date the other Loan Documents; (unless such representations or warranties are stated to relate to an earlier dated) all proceedings taken in connection with the transactions contemplated by this Consent, in which case such representations the Sale Documents and warranties all documents, instruments and other legal matters incident thereto shall be true reasonably satisfactory to Agent and correct in all material respects its legal counsel; and (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualificatione) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on or shall be caused by the Amendment Effective Date or result from transactions contemplated by this Amendment becoming effective in accordance with its terms. (b) The Agents Consent, the Sale Documents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Partiestransactions contemplated thereby. To the extent any of the conditions precedent set forth above in this Section 4 is required to be satisfied in a manner acceptable or satisfactory to Agent or any Lender, the delivery by Agent and each such Lender party hereto of its executed signature page to this Consent shall be deemed to constitute Agent's or such L▇▇▇▇▇'s confirmation, as applicable, that such condition precedent has been satisfied in a manner acceptable or satisfactory to Agent or such Lender.

Conditions to Effectiveness. This Amendment Agreement shall become effective and be deemed effective as of the date when, and only upon satisfaction in full when, all of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived(such date, as the case may be, by the Agents being herein called the "Amendment Effective Date"): (a) The Agent shall have received a copy of this Agreement, duly authorized, executed and delivered by the Amendment Parties, Agent and each Lender; (b) Agent and the Lenders shall have received fully executed copies of each of the documents, instruments and agreements set forth on the closing checklist attached hereto as Exhibit B, each in form and substance reasonably satisfactory to Agent and the undersigned Lenders and such other agreements, instruments, approvals or other documents reasonably requested by Agent or the undersigned Lenders prior to the date hereof in order to effect the intent of this Agreement; (c) the representations and warranties of the Amendment Parties and each of the other Loan Parties contained in this Amendment Agreement, the Credit Agreement, each Guaranty and in Security Agreement and the other Loan Documents shall be true true, correct and correct complete in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless except to the extent such representations or and warranties are stated to specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or and warranties that already are qualified or modified as to by materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date); (d) (except to the extent any such representation or warranty is incorrect solely by reason Borrower shall have paid all fees costs and expenses due and payable as of the occurrence Amendment Effective Date under the Credit Agreement and continuance of any Specified Event)the other Loan Documents, including without limitation all attorney's fees and expenses incurred by Agent; and and (e) no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its termscontinuing. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full (or waiver by the Agents), in a manner satisfactory to the Agents, of the following conditions precedent, unless waived in writing by the Agents precedent (the first date upon which all such conditions shall have been satisfied or waived, as the case may be, by the Agents being herein called the "Eighth Amendment Effective Date"): (a) The Agents shall have received the following documents: (i) this Amendment, duly executed by the Loan Parties, each Agent and each Lender; and (ii) Amendment No. 1 to Junior Participation Agreement, dated as of the date hereof, duly executed by the Junior Participant (as defined therein), the Collateral Agent and the Lenders. (b) The representations and warranties contained in this Amendment Amendment, in the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Loan Documents shall be date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Eighth Amendment Effective Date as though made on and as of the Eighth Amendment Effective Date, except to the extent that any such date (unless such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (c) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Eighth Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (bd) The Agents and the Lenders Collateral Agent shall have executed this determined, in its reasonable discretion, that no event or development shall have occurred since September 30, 2019 which could reasonably be expected to have a Material Adverse Effect. (e) The Borrowers shall have paid on or before the Eighth Amendment Effective Date all fees, costs, expenses and received counterparts taxes then payable pursuant to this Amendment which bear the signatures of each Section 2.06 of the Loan PartiesFinancing Agreement and Section 12.04 of the Financing Agreement.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon satisfaction in full of the following conditions precedent, unless waived in writing by the Agents (on the first date upon which all such (the “Third Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied or waived, as in accordance with the case may be, by the Agents being herein called the "Amendment Effective Date"):terms herein: (a) The this Agreement shall have been executed and delivered by the Borrower, Holdings, Manufacturing, the Agent, the Letter of Credit Issuer, the Swingline Lender and the Required Lenders to the Existing Credit Agreement; (b) the representations and warranties contained set forth in this Amendment and in the Agreement or any other Loan Documents Document shall be true and correct in all material respects (except and any representation and warranty that such materiality qualifier shall not be applicable to any representations or warranties that already are is qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties Effect shall be true and correct in all respects subject to such qualificationrespects) on and as of the Third Amendment Effective Date as though made on and as of such date (unless Date, except to the extent that such representations or and warranties are stated to relate specifically refer to an earlier date, in which case such representations and warranties they shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date; (c) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on or shall result, in each case, after giving effect to this Agreement; (d) the Amendment Effective Date or result from this Amendment becoming effective Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in accordance with its terms. paragraphs (b) The Agents and (c) of this Section 3; and (e) the Agent and the Lenders shall have executed received all other fees and amounts due and payable on or prior to the Third Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment and received counterparts to this Amendment which bear the signatures of each of the Loan PartiesAgreement.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the concurrent satisfaction in full of each of the following conditions precedent, unless waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, as the case may be, by the Agents being herein called the "Amendment Effective Date"):conditions: (a) The Administrative Agent shall have received fully executed copies of this Amendment executed by each Borrower, each other Loan Party, and each Lender; (b) Administrative Agent shall have received a certificate of an Authorized Officer of each Loan Party, certifying (A) as to copies of the Governing Documents of such Loan Party, together with all amendments thereto (which may include a certification as to “no change” to such Governing Documents) and (B) as to a copy of the resolutions or written consents of such Loan Party authorizing (1) the transactions contemplated by this Amendment and (2) the execution, delivery and performance by such Loan Party of this Amendment; (c) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the execution and performance of this Amendment, shall have been obtained and shall be in full force and effect, except for any such consents, authorizations, approvals, filings, registrations or actions, which if not obtained, made or taken, as applicable, would not, and would not reasonably be expected to be material and adverse to the Loan Parties, taken as a whole; (d) the representations and warranties contained in this Amendment Article VI of the Financing Agreement and in the each other Loan Documents shall be Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date date hereof as though made on and as of such date (unless date, except to the extent that any such representations representation or warranties are stated to relate warranty expressly relates solely to an earlier date, date (in which case such representations and warranties representation or warranty shall be true and correct in all material respects on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event)); and (e) immediately prior to giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or immediately result from this Amendment becoming effective in accordance with its terms. (b) The Agents and the Lenders shall have executed this Amendment and received counterparts giving effect to this Amendment which bear the signatures of each of the Loan PartiesAmendment.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon satisfaction (including the waiver and consent set forth in full paragraph 9 hereof) is subject to the fulfillment, in a manner satisfactory to the Agent, of each of the following conditions precedent, unless precedent (the date such conditions are fulfilled or waived in writing by the Agents (the first date upon which all such conditions have been satisfied or waived, Agent is hereafter referred to as the case may be, by the Agents being herein called the "“Amendment Effective Date"”): (a) The representations and warranties contained herein, in this Amendment Section 5 of the Loan Agreement and in each other Loan Document and certificate or other writing delivered to the Loan Documents Agent or any Lender pursuant thereto on or prior to the Amendment Effective Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date (unless date, except to the extent that such representations or and warranties are stated to expressly relate solely to an earlier date, date (in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations on and warranties shall be true and correct in all respects subject to such qualification) as of such earlier date). (b) (except to the extent any such representation or warranty is incorrect solely by reason of the occurrence and continuance of any Specified Event); and no No Default or Event of Default (other than Existing Events of Default and Events of Default that may arise because of any Specified Event) shall have occurred and be continuing on the Amendment Effective Date or result from this Amendment becoming effective in accordance with its terms. (bc) The Agents Agent and the Required Lenders shall have executed this Amendment and received counterparts to a counterpart of this Amendment which bear that bears the signatures signature of each Borrower. (d) The Borrowers shall have paid to the Agent for the account of the Loan PartiesLenders in accordance with the Lenders’ respective Pro Rata Shares (calculated in accordance with paragraph (g) of the definition thereof) a non-refundable fee in the amount of $50,000, which fee shall be earned in full when paid.