Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “Amendment Effective Date”) on which (a) the Borrower, set forth above upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Company and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, when the Administrative Agent and the Majority Lenders shall have received counterparts of this Amendment, duly executed and delivered to the Administrative Agent this Amendment and (b) by all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidparties hereto.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent Borrower and the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “Amendment "Effective Date”") on which first above written when: (a) the Borrower, the The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and Required Lenders. (b) all fees The representations and expenses payable to the Administrative Agent, the other agents warranties set forth in Section 2 of this Amendment shall be true and any Lender shall have been paidcorrect.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have received this Amendment, executed and delivered to by itself under the Administrative Agent this Amendment Guarantee and (b) all fees Collateral Agreement, and expenses payable to a duly authorized officer of each of the Administrative Agent, the other agents and any Lender shall have been paidGrantors.

Conditions to Effectiveness. This Amendment shall become effective on the date that the following condition is satisfied (the “Amendment Effective Date”) on ): receipt by the Agent of counterparts of this Amendment which (a) shall be collectively executed by the BorrowerLoan Parties, the Administrative Agent Lenders and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (ai) the Borrower, the Administrative Agent Borrower and the Majority Required Lenders shall have executed and delivered this Amendment to the Administrative Agent this Amendment and (bii) all fees and expenses payable to the Administrative Agent, the other agents and any Lender Agent shall have been paidreceived, for the account of each Required Lender executing this Amendment, an amendment fee equal to 0.03% of such Lender’s Commitment.

Conditions to Effectiveness. This Amendment shall become effective as of the date hereof on the date (the “"Amendment Effective Date”") on which (a) the Borrower, the Administrative Agent and the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidAmendment.

Conditions to Effectiveness. This Amendment The amendment set forth in Section 2 hereof shall become effective on the date (the “Amendment Effective Date”) on which (a) when the Administrative Agent shall have received a counterpart of this Amendment executed by the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paideach Lender.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the following conditions are satisfied (or waived): (a) the Borrower, Administrative Agent shall have received (i) an executed counterpart of this Amendment duly executed and delivered by the Borrower and each of the Required Lenders and (ii) an Acknowledgement and Consent in the form attached hereto as Exhibit A duly executed and delivered by each Guarantor and (b) the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) received all fees and expenses payable required to be paid as of the Administrative Agent, the other agents and any Lender shall have been paidAmendment Effective Date.

Conditions to Effectiveness. This Amendment shall become be effective on the date (Effective Date upon satisfaction of the “Amendment Effective Date”) on which following conditions: (a) the Borrower, the Administrative Agent Guarantors and the Majority Required Lenders shall have executed and delivered to the Administrative Agent counterparts of this Amendment and Amendment; and (b) the Borrower shall have paid to the Administrative Agent and the Lenders all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidthat are due in connection with this Amendment.

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “Amendment Effective Date”) on which (a) Date upon the Borrower, receipt by the Administrative Agent of a copy of this Amendment, in form and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable substance reasonably acceptable to the Administrative Agent, duly executed by Borrower, the other agents Required Lenders and any Lender shall have been paidAdministrative Agent.

Conditions to Effectiveness. This Amendment shall become effective on when the date Agent shall have received a counterpart of this Amendment executed by the Agent and the Borrowers (such date, the “Amendment No. 2 Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid).

Conditions to Effectiveness. This Amendment shall become effective on as of the date (first written above when, and only when, the “Amendment Effective Date”) on which (a) Administrative Agent shall have received this Amendment, duly executed by Holdings, the Borrower, the Administrative Agent and each of the Majority Lenders shall have executed and delivered to the Administrative Agent Lenders. The effectiveness of this Amendment is also conditioned upon (i) delivery of each of the documents listed in clauses (a)-(c) below and (bii) the payment of all fees and expenses due and payable to the Administrative Agent, the other agents and any Lender shall have been paidpursuant Section 4 hereof.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on upon which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have received this Amendment, executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to by the Administrative Agent, the other agents Borrower, Holdings, the Subsidiary Guarantors and any Lender shall have been paidthe Required Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which (a) the BorrowerBorrowers, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidAmendment.

Conditions to Effectiveness. This Amendment shall become effective as of the date hereof on the date (the “"Amendment Effective Date”") on which (a) the Borrower, Borrower and the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidAmendment.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above on the date (the “Amendment Effective Date”) on which (a) the Borrower, that the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent received counterparts of this Amendment and (b) all fees and expenses payable to which, when taken together, bear the Administrative Agent, signatures of the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become be effective on the date (the “First Amendment Effective Date”) on upon which (a) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Administrative Agent Guarantors and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which (ai) the Borrower, the Administrative Agent Borrower and the Majority Required Lenders shall have executed and delivered this Amendment to the Administrative Agent this Amendment and (bii) all fees and expenses payable to the Administrative Agent, the other agents and any Lender Agent shall have been paidreceived, for the account of each Required Lender executing this Amendment, an amendment fee equal to 0.05% of such Lender's Commitment.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidAmendment.

Conditions to Effectiveness. This Amendment The amendments set forth in Section 2 hereof shall become effective on the date (the “Amendment Effective Date”) on which (a) when the Administrative Agent shall have received a counterpart of this Amendment executed by the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paideach Lender.

Conditions to Effectiveness. This Amendment shall become be effective on as of the date set forth above (the “Amendment Effective Date”) on which (a) upon the receipt by the Administrative Agent of this Amendment, and all other documents required by this Amendment in connection with the execution, delivery and performance of this Amendment, each duly authorized and executed by the Borrower, the Administrative Agent in form and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable substance satisfactory to the Administrative Agent, the other agents and any Lender shall have been paid.

Conditions to Effectiveness. This Amendment shall become effective on the date (that the “Amendment Effective Date”) on which following conditions shall have been satisfied: (a) this Amendment shall have been executed and delivered by the Borrower, the Loan Parties, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and Required Lenders; and (b) all fees and invoiced expenses payable of the Administrative Agent relating hereto (including those of counsel to the Administrative Agent), the other agents and any Lender shall have in each case been paid.

Conditions to Effectiveness. This Amendment shall become be deemed to be effective on upon the date Administrative Agent’s receipt of this Amendment duly executed by each of the Borrowers, the Guarantors, the Administrative Agent, the Required Lenders and the Swingline Lenders (such date, the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid).

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which when the Administrative Agent shall have received counterparts to this Amendment executed by (ai) the Borrower, (ii) the Administrative Agent and (iii) the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which that each of the following conditions has been satisfied: (a) The Administrative Agent shall have received duly executed counterparts hereof which, when taken together, bear the authorized signatures of the Borrower, the Administrative Agent, the Auction Administration Agent, the Documentation Agent, the Syndication Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and Banks. (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidThe Effective Date occurs.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which which: (a) the Borrower, the The Administrative Agent and the Majority Lenders shall have received this Amendment, executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to by a duly authorized officer of the Administrative Agent, the Borrower, Holdings and the other agents Loan Parties and any Lender shall have been paid.a duly authorized signatory of Lenders constituting the Required Lenders;

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which Administrative Agent shall have received: (a) an executed counterpart of this Amendment duly executed and delivered by the Borrower, the Administrative Agent Agents and each of the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees an Acknowledgement and expenses payable to Consent in the Administrative Agent, the other agents form attached hereto as Exhibit A duly executed and any Lender shall have been paiddelivered by each Guarantor.

Conditions to Effectiveness. This Amendment shall become effective on as of the date first written above when, and only when, the Administrative Agent’s shall have received counterparts of this Amendment executed by the Administrative Agent, the Parent Borrower, the Co-Borrower, Holdings and the Required Lenders, this (such date, the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid).

Conditions to Effectiveness. This Amendment shall become effective on as of the date (set forth above upon satisfaction of the “Amendment Effective Date”) on which following conditions precedent: (a) the Borrower, Administrative Agent shall have received counterparts of this Amendment executed by Borrower and the Administrative Agent and in accordance with Section 9.01 of the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and Credit Agreement; and (b) all fees documents, instruments and expenses payable other legal matters in connection with this Amendment shall be in form and substance reasonably satisfactory to the Administrative Agent, the other agents and any Lender shall have been paid.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, when the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrowers and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the Administrative Agent (aor its counsel) shall have received signatures from the Borrower, the Administrative Agent and Lenders constituting the Majority Required Lenders shall have executed and delivered to under the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidCredit Agreement.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent Borrower and the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, the other agents and any Lender such notice shall have been paidbe conclusive and binding.

Conditions to Effectiveness. This Amendment shall become effective on the date on which (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have received a counterpart of this Amendment, executed and delivered to by a duly authorized officer of each of (i) the Administrative Agent this Amendment Borrower and (bii) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “Amendment Effective Date”) on which (a) the Borrower, set forth above upon receipt by the Administrative Agent and the Majority Lenders shall have of counterparts of this Amendment, duly executed and delivered to by the Administrative Agent this Amendment Borrowers, Holdings and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become be deemed effective on the date as of January 13, 2010 (the “Amendment Effective Date”) on which (a) when the Administrative Agent shall have received counterparts hereof duly executed by the Borrower, the Administrative Agent Agent, and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become --------------------------- effective on the date (the “"Amendment Effective Date”") on which (ai) the ------------------------ Borrower, the Administrative Agent Agents and the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (bii) all fees and expenses payable the Borrower shall have paid to Administrative Agent for distribution to each Lender that executes this Amendment prior to March__, 1999 an amendment fee equal to the Administrative Agent, product of .25% times such Lender's Aggregate Exposure as of the other agents and any Lender shall have been paidAmendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “Amendment Effective Date”) on which when (ax) the Borrower, Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Administrative Agent and the Majority Lenders shall have executed and delivered to (y) the Administrative Agent shall have received executed consents to this Amendment and (b) all fees and expenses payable to from the Administrative Agent, the other agents and any Lender shall have been paidRequisite Lenders.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective on is expressly conditioned upon delivering to the date (the “Administrative Agent this Amendment Effective Date”) on which (a) the Borrowerexecuted by each Company, the Administrative Agent and the Majority Lenders shall have executed and delivered to Required Lenders. The date on which such event has occurred is the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid“Effective Date”.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Extension Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent shall have received counterparts of this Amendment signed by the Company and the Majority Lenders shall have executed and delivered to the Extending Lender. The Administrative Agent this shall notify the Company and the Extending Lender of the Extension Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidEffective Date.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which (a) the Borrower, the Administrative Agent and the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidAmendment.

Conditions to Effectiveness. This Amendment shall become shall, in each case, be effective on as of the date (such date, the “First Amendment Effective Date”) on which (a) that the Administrative Agent shall have received this Amendment duly executed and delivered by the Borrower, the Administrative Agent other Obligors, the Lenders constituting the Required Lenders and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidwith all annexes hereto attached hereto.

Conditions to Effectiveness. This Amendment shall become be deemed to be effective on upon the date Administrative Agent’s receipt of this Amendment duly executed by each of the Borrowers, the Guarantors, the Administrative Agent and the Required Lenders (such date, the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid).

Conditions to Effectiveness. This Amendment shall become effective as of the date hereof on the date (the “Eighth Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender Borrower shall have been paidpaid the fees referred to in Section 1.12 of this Amendment.

Conditions to Effectiveness. This Amendment shall become effective on when the date Administrative Agent shall have received a counterpart of this Amendment executed by the Administrative Agent and the Borrower (such date, the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid).

Conditions to Effectiveness. This Amendment shall become be effective on the date (the “"Amendment Effective Date”") on which that (a) the Borrower, the Administrative Agent and the Majority Lenders shall have received counterparts hereof, duly executed and delivered to by the Administrative Agent this Amendment and (b) all fees and expenses payable to Borrower, Holdings, the Administrative Agent, the other agents Required Lenders and any Lender the Grantors under the Guarantee and Collateral Agreement, and (b) no Default or Event of Default shall have been paidoccurred and be continuing on the date hereof after giving effect to this Amendment.

Conditions to Effectiveness. This Amendment shall become ---------------------------- effective as of the date first written above on the date (the “"Amendment Effective Date”") on which that the Administrative Agent shall have received (a) counterparts of this Amendment which, when taken together, bear the signatures of the Borrower, the Administrative Agent Holdings and the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) the Amendment Fees and reimbursement of all other fees and expenses payable of the Administrative Agent for which invoices have been submitted to the Administrative Agent, the other agents and any Lender shall have been paidBorrower.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which (a) the BorrowerGeneral Administrative Agent shall have received counterparts hereof, duly executed and delivered by the Borrowers, the Administrative Agent Swing Line Lender and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidLenders.

Conditions to Effectiveness. This Amendment shall become effective as of the date set forth above on the date (the “Amendment "Effective Date”") on which (a) the Borrower, that the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Company and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become be effective on the date (when the “Amendment Effective Date”) on which following conditions shall have occurred: (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and shall have received counterparts hereof, duly executed and delivered by each Credit Party and Lenders; and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender Agent shall have been paidreceived from Borrower an amendment fee in the amount of $1,500,000 for the ratable benefit of the Lenders as consideration for this Amendment.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which (a) the Borrower, first set forth above upon the Administrative Agent and the Majority Lenders shall have having received counterparts of this Amendment duly executed and delivered by the Borrowers and the Required Lenders together with a Consent to the Administrative Agent this Amendment duly executed and (b) all fees and expenses payable to delivered by the Administrative Agent, the other agents and any Lender shall have been paidLoan Parties.

Conditions to Effectiveness. This Amendment shall become effective on the date as of June 30, 2005 (the “Amendment Effective Date”) on which when (ax) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, Parent and the Administrative Agent and the Majority Lenders shall have executed and delivered to (y) the Administrative Agent shall have received executed consents to this Amendment from the Requisite Lenders and (bz) payment of all fees and expenses payable to of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP under Section 9.05(a) of the Administrative AgentCredit Agreement accrued through the Effective Date, the other agents and any Lender shall have been paidincluding those incurred in connection with this Amendment.

Conditions to Effectiveness. This Amendment shall become effective on as of the date set forth above (the “"Amendment Effective Date”") on which (a) the Borrower, when the Administrative Agent and the Majority Lenders shall have received (i) counterparts of this Amendment, duly executed and delivered by a duly authorized officer of the Borrower and the Required Lenders and (ii) the First Amendment to the Administrative Agent this Amendment Lucent 364-Day Revolving Credit Facility Agreement, duly executed and delivered by the Borrower and the Required Lenders (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidas defined in such Credit Agreement).

Conditions to Effectiveness. This Amendment shall become effective on the date upon which each of the following conditions precedent has been satisfied (the “Amendment Effective Date”) on which ): (a) the Borrower, receipt by the Administrative Agent and the Majority Lenders shall have of executed and delivered to the Administrative Agent counterparts of this Amendment and Amendment; (b) receipt by ▇▇▇▇▇ ▇▇▇▇▇ LLP of its fees invoiced to date; and (c) payment of all fees and expenses other amounts due and payable on or prior to the Administrative Agent, date hereof pursuant to the other agents and any Lender shall have been paid.Facility Documents. 751700368 22723957 2

Conditions to Effectiveness. This Amendment shall become effective on and as of the date (the “"Amendment Effective Date”") on which (a) that the Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by a duly authorized officer of each of the Borrower, the Administrative Agent Agent, and the Majority Lenders shall have executed and delivered to Lenders, along with the Administrative Agent this Amendment and (b) all fees and expenses payable to written consent of each Subsidiary Guarantor in the Administrative Agent, the other agents and any Lender shall have been paidform attached hereto.

Conditions to Effectiveness. This Amendment shall become be effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, that the Administrative Agent and the Majority Lenders shall have received counterparts of this Amendment, executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to by the Administrative Agent, the other agents Required Lenders, and any Lender shall have been paideach Loan Party.

Conditions to Effectiveness. This Amendment shall become effective on the date on which the Administrative Agent has received counterparts of this Amendment executed by the Borrower and each Lender, which shall be originals or facsimiles or electronic copies (and, to the extent requested by the Administrative Agent, followed promptly by originals) unless otherwise specified (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.No. 1

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “"Amendment Effective Date”") on which that (a) the Borrower, the Administrative Agent Proposed Sale and the Majority Lenders Mandatory Prepayment shall have executed and delivered to the Administrative Agent this Amendment occurred and (b) the Administrative Agent shall have received (i) counterparts of this Amendment which, when taken together, bear the signatures of the Borrower, Holdings and the Required Lenders and (ii) reimbursement of all fees and expenses payable of the Administrative Agent for which invoices have been submitted to the Administrative Agent, the other agents and any Lender shall have been paidBorrower.

Conditions to Effectiveness. This Amendment shall become ---------------------------- effective on as of the date (the “"Amendment Effective Date”") on which that (a) the Borrower, the Administrative Agent Proposed Sale and the Majority Lenders Mandatory Prepayment shall have executed and delivered to the Administrative Agent this Amendment occurred and (b) the Administrative Agent shall have received (i) counterparts of this Amendment which, when taken together, bear the signatures of the Borrower, Holdings and the Required Lenders and (ii) the Amendment Fees and reimbursement of all other fees and expenses payable of the Administrative Agent for which invoices have been submitted to the Administrative Agent, the other agents and any Lender shall have been paidBorrower.

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “Amendment Effective Date”) which is the date on which (a) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to Parent, the Administrative Agent, the other agents Collateral Agent and any Lender shall have been paidthe Required Lenders.

Conditions to Effectiveness. This Amendment shall become be effective on the date (the “Amendment Effective Date”) on which Date upon (a) the Borrowerexecution and delivery hereof by the Borrowers, the Guarantors and the Required Lenders to the Administrative Agent and the Majority Lenders shall have executed and delivered to receipt by the Administrative Agent of this Amendment and (b) all fees the execution and expenses payable delivery hereof by the Parent to the Administrative Agent, Agent and receipt by the other agents Administrative Agent of that certain First Amendment to Second Amended and any Lender shall have been paidRestated Credit Agreement Engagement Letter dated as of the date hereof.

Conditions to Effectiveness. This Amendment shall become effective on as of the date first set forth above (the “"Amendment Effective Date”") following the date on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent received a counterpart of this Amendment and (b) all fees and expenses payable to duly executed by the Administrative Agent, the other agents and any Lender shall have been paidGrantor.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which (ai) the Borrower, the Administrative Agent and the Majority Lenders Borrowers shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees each of the Required Prepayment Lenders and expenses payable the Required Lenders shall have delivered to the Administrative Agent, Agent its written consent to the other agents execution and any Lender delivery hereof by the Administrative Agent and (ii) the Company shall have been paiddelivered to the Administrative Agent a copy of the Fel-Pro Acquisition Agreement.

Conditions to Effectiveness. This Amendment shall become effective on the date April 30, 2015 (the “Amendment Effective Date”) on which upon: (a) the Borrower, the The Administrative Agent and the Majority Lenders shall have received this Amendment, executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to by a duly authorized officer of the Administrative Agent, the Borrower, Holdings and the other agents Loan Parties and any a duly authorized signatory of each Lender shall have been paid.constituting a Required Lender and each Lender with a Delayed Draw Term Loan Commitment;

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have received this Amendment, executed and delivered to by a duly authorized officer of the Administrative Agent this Amendment Borrower and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidTDNY.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which when the Administrative Agent shall have received (ai) this Amendment duly executed and delivered by the BorrowerBorrowers, the Administrative Agent and the Majority Required Lenders shall have and (ii) the Consent and Agreement attached hereto duly executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agentby Devon Financing Company, the other agents and any Lender shall have been paid.L.L.C.

Conditions to Effectiveness. This Amendment shall become be effective on the date when the following conditions shall have occurred (the “First Amendment Effective Date”) on which ): (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and shall have received counterparts hereof, duly executed and delivered by the Borrower, Holdings and the Required Lenders; (b) No Default shall have occurred and be continuing; and (c) Borrower shall have paid all fees and expenses payable to the of Administrative Agent’s counsel, the other agents and any Lender shall have been paidWeil, Gotshal & ▇▇▇▇▇▇ LLP, owing to date.

Conditions to Effectiveness. This Amendment shall become effective as of the date hereof on the date (the “Seventh Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidAmendment.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have received a counterpart of this Amendment, executed and delivered to by a duly authorized officer of the Administrative Agent this Amendment Borrower and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “First Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, Agent and the other agents and any Lender Lenders on or prior to the First Amendment Effective Date shall have been paid.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which when the Administrative Agent shall have received (a) a counterpart signature page of this amendment duly executed by the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees the Escrow Agreement executed by the Borrower, the Lenders, the Escrow Agent and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date (such date, the “Amendment Effective No. 1 Effectiveness Date”) on which (a) the Borrower, the Administrative Agent shall have received duly executed counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on as of the date that the following conditions are satisfied (the “"Amendment Effective Date”) on which "): (a) The Administrative Agent shall have received duly executed counterparts hereof which, when taken together, bear the Borrowerauthorized signatures of the Company, the Borrowing Subsidiaries and the Required Lenders; and (b) To the extent invoiced, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidreimbursed for all its reasonable out of pocket expenses, including the reasonable fees, charges and disbursements of its counsel, related to this Amendment or the Term Loan Agreement.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “actual date of such effectiveness, the "Amendment Effective Date”") on which as of the date first above written when (ai) the Borrower, the Administrative Agent and the Majority Lenders counterparts hereof shall have been duly executed and delivered by each of the Borrowers and the Required Lenders and acknowledged by each of the Grantors (as defined in the Guarantee and Collateral Agreement) and (ii) a legal opinion of counsel to 5 the Borrowers, in form and substance satisfactory to the Administrative Agent this Amendment and (b) all fees and expenses payable to the General Administrative Agent, the other agents and any Lender shall have been paiddelivered to the General Administrative Agent.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the Borrower, the Administrative Agent each Foreign Subsidiary Borrower and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “Amendment Effective Date”) on upon which (a) the Administrative Agent shall have received from the Borrower, the Administrative Agent Guarantor and the Majority Lenders shall have each Lender a duly executed and delivered to the Administrative Agent this Amendment and original (b) all fees and expenses payable to or, if elected by the Administrative Agent, the other agents and any Lender shall have been paidan executed facsimile followed promptly by an executed original) counterpart of this Amendment.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which (a) the Borrower, the Administrative Agent Majority Lenders and the Majority Lenders Agent shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidAmendment.

Conditions to Effectiveness. This Amendment shall become effective as of the date set forth above on the date (the “"Amendment Effective Date”") on which that the Administrative Agent shall have received (ai) counterparts of this Amendment which, when taken together, bear the signatures of the Borrower, Holdings and the Required Lenders and (ii) the 2002 Amendment Fees and reimbursement of all other fees and expenses of the Administrative Agent and the Majority Lenders shall for which invoices have executed and delivered been submitted to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidBorrower.

Conditions to Effectiveness. This Amendment shall become effective (as of the date first written above) on the date (the “"Amendment Effective Date”") on which when (ai) the BorrowerAdministrative Agents (or their counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrowers and the Required Lenders and (ii) the Administrative Agent and the Majority Lenders Agents shall have executed and delivered to received payment of any out-of-pocket expenses of the Administrative Agent this Amendment and (b) all fees and expenses Agents payable to by the Administrative Agent, the other agents and any Lender shall Borrowers that have been paidinvoiced before the Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date (the “Amendment Effective Date”) on upon which the following conditions shall have been satisfied (or waived by the Administrative Agent): (a) the Borrower, the Administrative Agent and the Majority Lenders shall have received this Amendment, executed and delivered by a duly authorized officer of the Borrower and the Administrative Agent; and (b) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent this Amendment and (b) all fees and expenses payable directly to such counsel if requested by the Administrative Agent, ) to the other agents and any Lender shall have been paidextent required under Section 10.05 of the Credit Agreement.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) upon the date on which (a) the Collateral Agent shall have received counterparts of this Amendment that bear the signatures of each Borrower, the Administrative each Guarantor, each Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent Borrower and the Majority Lenders each Lender shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “Amendment Effective Date”) on which first above written when (a) the BorrowerAdministrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of each of Holdings, the Administrative Agent Borrowers listed on Schedule 1 hereto and the Majority Required Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender Borrowers shall have been paidpaid a fee to each Lender that has executed and delivered this Amendment on the date first above written, equal to 10 basis points of the aggregate amount of such Lender's Commitment on such date.

Conditions to Effectiveness. This Amendment shall become effective as of and on the date (such date, the “First Amendment Effective Date”) on which (a) the Administrative Agent shall have received counterparts hereof duly executed by Holdings, the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, that the Administrative Agent (or its counsel) shall have received from the Lead Borrower and the Majority Required Lenders shall have executed and delivered to the Administrative Agent counterparts of this Amendment and (bor a copy thereof by facsimile transmission or a pdf copy thereof by electronic transmission) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidsigned on behalf of each such party.

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “Amendment Effective Date”) on which that the Administrative Agent (aor its counsel) shall have received from the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the each Lender a counterpart of this Amendment signed on their behalf. The Administrative Agent this shall notify the Borrower of the Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidEffective Date promptly after such date.

Conditions to Effectiveness. This Amendment shall become effective on at the date time (the “Amendment Effective DateTime”) on which (a) that the BorrowerAdministrative Agent shall have received a copy of this Amendment, duly executed by the Borrowers, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidLender.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, when the Administrative Agent and the Majority Lenders shall have executed and delivered received counterparts to the Administrative Agent this Amendment executed by the Borrower and (b) all fees and expenses payable to ▇▇▇▇▇ Fargo, as sole Lender as of the Administrative Agent, the other agents and any Lender shall have been paiddate hereof.

Conditions to Effectiveness. This Amendment shall become effective on as of the date set forth above, upon the Administrative Agent’s receipt of this Amendment, duly executed and delivered by the Borrowers, Guarantors, the Administrative Agent, and the Lenders party hereto (with such Lenders constituting the Required Lenders) (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid).

Conditions to Effectiveness. This Amendment shall become be deemed effective on the date as of October 15, 2009 (the “Amendment Effective Date”) on which (a) when the Administrative Agent shall have received counterparts hereof duly executed by the Borrower, the Administrative Agent Agent, and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidRequired Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have received this Amendment, executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agentby a duly authorized officer of each of Holdings, the other agents Borrower and any Lender shall have been paidthe Required Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “"Amendment Effective Date”") on which when, and only when, the following conditions shall have been satisfied: (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, each Guarantor, the L/C Issuer and the Required Lenders. (b) The Administrative Agent shall have received evidence that all reasonable out- of-pocket fees and expenses of the Administrative Agent and (including the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all reasonable attorneys' fees and expenses payable to the Administrative Agent, the other agents and any Lender expenses) then due shall have been paid.

Conditions to Effectiveness. This Amendment shall will become effective on the date (the “Amendment Effective Date”) on which when, and only when, each of the following conditions precedent shall have been satisfied or waived: (a) the BorrowerAdministrative Agent shall have received executed signature pages hereto from Lenders constituting the Required Lenders, the Borrower and the Administrative Agent; and (b) the Administrative Agent and the Majority Lenders shall have executed and delivered received an officer’s certificate of the Borrower to the Administrative Agent this Amendment effect that the representations and (b) all fees warranties set forth in Section 2 are true and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidcorrect.

Conditions to Effectiveness. This Amendment shall become effective on the date as of December 31, 2006 (the “Amendment Effective Date”) on which when (ax) the Borrower, Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Administrative Agent and the Majority Lenders shall have executed and delivered to (y) the Administrative Agent shall have received executed consents to this Amendment and (b) all fees and expenses payable to from the Administrative Agent, the other agents and any Lender shall have been paidRequisite Lenders.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrowerthat Holdings, the Administrative Agent Borrower and the Majority Required Lenders shall have executed and delivered to the Administrative Agent an executed counterpart of this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidAmendment.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have receives executed and delivered to the Administrative Agent counterparts of this Amendment and (b) all fees and expenses payable to from the Administrative Agent, the other agents Borrower and any Lender the Required Lenders, each of which shall have been paidbe originals or facsimiles or electronic copies (followed promptly by originals). The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 3 Effective Date and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Amendment shall become be effective on the date (the “Amendment Effective Date”) on which (a) Date upon the Borrowerexecution and delivery hereof by the Borrowers, the Guarantors and the Required Lenders to the Administrative Agent and the Majority Lenders shall have executed and delivered to receipt by the Administrative Agent of this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidAmendment.

Conditions to Effectiveness. This Amendment shall become effective on as of the date (the “Amendment Effective Date”) ), from and after the time on which (a) such date, when the Borrower, the Guarantors, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paidAmendment.