Common use of Effectiveness of this Amendment Clause in Contracts

Effectiveness of this Amendment. The following conditions shall have been satisfied, as determined by Agent, before this Amendment is effective (the date of such effectiveness, the “Effective Date”): (a) Agent shall have received this Amendment, fully executed by each Credit Party, Agent and each Lender. (b) Agent shall have received a closing certificate signed by an Authorized Officer of each Credit Party dated as of the Effective Date stating that each of the representations and warranties set forth in Section 3 of this Amendment are true and correct on such date. (c) Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause. (d) The Parent Guarantor shall have paid to the Agent for the account of each Lender party hereto, a consent fee equal to 0.50% of such Lender’s Commitment as of the date hereof (after giving effect to the effectiveness of this Amendment and the revised Schedule 1.2(a) of the Credit Agreement). (e) All fees and expenses of the Agent and its affiliates required to be paid or reimbursed at or prior to the Effective Date pursuant to the Fee Letter, dated as of April 28, 2016 by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with the Credit Agreement and this Amendment shall have been paid in full. (f) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded, as required by Agent.

Effectiveness of this Amendment. The following conditions shall have been satisfied, as determined by Agent, before this Amendment is effective (the date of such effectiveness, the “Effective Date”): (a) Agent shall have received this Amendment, fully executed by each Credit Party, Agent and each LenderLenders constituting Required Lenders. (b) With respect to each Mortgage, Agent shall have received: (i) written confirmation, in form and substance reasonably satisfactory to the Agent, from local counsel in the jurisdiction in which the Real Property is located substantially to the effect that: (A) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement and the Other Documents, for the benefit of the Secured Parties; and (B) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement and the Other Documents, for the benefit of the Secured Parties; and (ii) a title search to the applicable Real Property encumbered by a Mortgage demonstrating that such real property is free and clear of all Liens (except Permitted Encumbrances). (c) Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each improved Real Property that is subject to a Mortgage (together with a notice about special flood hazard area status and flood disaster assistance duly executed by each Borrower and each Credit Party relating thereto, as may be required) and, with respect to any Real Property that is subject to a Mortgage on which any “building” (as defined in the Flood Laws, defined in the Credit Agreement) is located in a special flood hazard area, evidence of flood insurance as and to the extent required under the Credit Agreement. (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, certificates evidencing the Credit Parties’ casualty insurance policies, together with loss payable endorsements on Agent’s standard form of lender loss payee endorsement naming Agent as lender loss payee, and certificates evidencing the Credit Parties’ liability insurance policies, together with endorsements naming Agent as an additional insured. (e) Agent shall have received the results of UCC Lien searches with respect to the Credit Parties in each jurisdiction reasonably requested by the Agent as of a date reasonably satisfactory to the Agent. (f) Agent shall have received a closing certificate signed by an Authorized Officer of each Credit Party dated as of the Effective Date stating that each of the representations and warranties set forth in Section 3 of this Amendment are true and correct on such date. (cg) Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause. (dh) The Parent Guarantor shall have paid to the Agent for the account of each Applicable Lender party hereto(as defined below), a consent fee equal to 0.50% of such Applicable Lender’s Commitment as of the date hereof (after giving effect hereof. “Applicable Lender” shall mean each Lender that has executed and delivered to the effectiveness of Agent its signature page to this Amendment and the revised Schedule 1.2(a) of the Credit Agreement). (e) All fees and expenses of the Agent and its affiliates required to be paid or reimbursed at or prior to 5:00 p.m., New York City time, on Wednesday, November 18, 2015 or such later date and time specified by the Effective Date pursuant Parent Guarantor and notified in writing to the Fee Letter, dated as of April 28, 2016 Lenders by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with the Credit Agreement and this Amendment shall have been paid in full. (f) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded, as required by Agent.

Effectiveness of this Amendment. The This Amendment shall not be binding upon the Lenders and the Agent (at the option of Lenders and Agent) until each of the following conditions shall have precedent has been satisfied, as determined by Agent, before this Amendment is effective satisfied in form and substance satisfactory to the Agent (the date of upon which such effectivenessconditions are satisfied, the “Second Amendment Effective Date”): (a) Agent shall have received After giving effect to this Amendment, fully executed the representations and warranties contained herein and in the Loan Agreement, as amended hereby, shall be true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties limited by each Credit Party, Agent their terms to a specific date (such representations and each Lender.warranties being true and correct as of the specified date relative thereto); (b) Agent After giving effect to this Amendment, no Default or Event of Default shall have received a closing certificate signed by an Authorized Officer of each Credit Party dated as of the Effective Date stating that each of the representations occurred and warranties set forth in Section 3 of this Amendment are true and correct on such date.be continuing; (c) Agent The Borrowers shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on each of the Closing Date by such Credit Party have not been modifiedfollowing, rescinded or amendedin each case, in form and substance satisfactory to the Agent and its counsel in their discretion: (i) an executed original of this Amendment; (ii) an amendment to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, and there are the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer of each Obligor certifying that no plans to modify rescind Default or amend, Event of Default has occurred and is continuing and that such previously delivered resolutions are in full force no default or event of default under the Term Loan Agreement has occurred and effect and is continuing; (Cvii) attached thereto is a true and complete copy Borrowing Base Certificate as of the good standing certificates for each Credit Party dated not no more than thirty (30) days three Business Days prior to the Effective Second Amendment Closing Date, issued by reflecting the Secretary amendments set forth herein and the implementation of State or other appropriate official the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of each Credit Party’s jurisdiction of organization and (ii) as counsel with respect to the incumbency due authorization, execution and specimen signature enforceability of each Authorized Officer executing this Amendment and any Other Document all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and (ix) a Subordination Agreement by and among the Agent (on behalf of any Credit Party the Lenders), the Borrowers, Holdings, and signed by another officer as to the incumbency and specimen signature one or more Affiliates of the Authorized Officer executing Borrowers or Holdings that are obligated to reimburse the certificate pursuant to this clauseissuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”). (d) The Parent Guarantor Borrowers shall have paid to the Agent for and the account of each Lender party heretoLenders all reasonable and documented fees, a consent fee equal costs, and expenses owed to 0.50% of such Lender’s Commitment as of and/or incurred by the date hereof (Agent and the Lenders arising in connection with this Amendment and the documents and opinions executed and delivered in connection herewith and after giving effect to such payments, the effectiveness funding of this Loans and issuances of Letters of Credit on the Second Amendment Effective Date, and the revised Schedule 1.2(a) payment by the Borrowers of the Credit Agreement).all trade payables aged in excess of their due dates, Availability shall be greater than zero; (e) All fees Holdings and expenses of the Borrowers shall have delivered to the Agent and its affiliates the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be paid or reimbursed at or prior delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared by the Borrowers in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) to the Effective Date pursuant to the Fee LetterLoan Agreement, dated as of April 28, 2016 by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with the Credit Agreement and this Amendment shall have been paid in full.amended hereby; (f) The Agent shall have received such other documents, corporate resolutions, corporate certificates, and information that the Agent shall require, each in form and substance satisfactory to the Agent; (g) All other documents and legal matters proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have been delivered or executed or recorded, as received the prior written consent of the Term Loan Agent and the required by Agentnumber of lenders under the Term Loan Facility to this Amendment.

Effectiveness of this Amendment. The following conditions This Amendment shall have been satisfied, as determined by Agent, before this Amendment is become effective at the time and on the date (the date of such effectiveness, the “Eighth Amendment Effective Date”):) upon which the following conditions precedent are satisfied: (ai) Agent shall have received this Amendment, fully executed by each Credit Party, Agent and each Lender. (b) the Administrative Agent shall have received a closing certificate signed by an Authorized Officer duly executed counterpart signature page of each Credit Party dated as of this Amendment from the Effective Date stating that Borrower, each of the representations other Loan Parties and warranties set forth in Section 3 of this Amendment are true and correct on such date.each Incremental B-2020 Term Lender; (cii) the Administrative Agent shall have received the executed legal opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel to the Loan Parties, in a form reasonably acceptable to the Administrative Agent; (iii) the Administrative Agent shall have received a solvency certificate of an Authorized Officer of each Credit Party dated as executed by a senior financial officer of the Effective Date certifying Borrower in substantially the form of Annex I to Exhibit C of the Commitment Letter; (iiv) to the effect that Administrative Agent shall have received: (Aa) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by resolutions or equivalent action, in form and substance reasonably satisfactory to the Secretary of State Administrative Agent, of the state Board of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, Directors of each Credit Loan Party authorizing authorizing, the execution, delivery and performance of this AmendmentAgreement, certified by the secretary, an assistant secretary or other authorized representatives of such Loan Party as of the Eighth Amendment Effective Date, which certificate shall be in a form reasonably satisfactory to the Administrative Agent and shall state that such the resolutions or other action thereby certified have not been modified, rescinded or amended, modified (except as any later such resolution or other action may modify any earlier such resolution or other action), revoked or rescinded and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternativeeffect; (b) a certificate of each Loan Party, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy dated as of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Eighth Amendment Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer the officers or other authorized signatories of such Loan Party executing this Amendment executed by a Responsible Officer or other authorized representative and the secretary, any Other Document on behalf assistant secretary or another authorized representative of any Credit Party and signed by another officer as to the incumbency and specimen signature such Loan Party; (c) copies of the Authorized Officer executing certificate or articles of incorporation and by-laws (or other similar governing documents serving the certificate pursuant to this clause.same purpose) of each Loan Party, certified as of the Eighth Amendment Effective Date as complete and correct copies thereof by the secretary, an assistant secretary or other authorized representative of such Loan Party; and (d) The Parent Guarantor shall have paid to the Agent for the account of each Lender party hereto, a consent fee equal to 0.50% of such Lender’s Commitment as certificate executed by a senior financial officer of the date hereof Borrower, certifying compliance with the financial test set forth in clause (after giving effect to the effectiveness of this Amendment and the revised Schedule 1.2(ai) of the definition of “Maximum Incremental Facilities Amount” in the Credit Agreement).; (ev) All fees and expenses of the Agent and its affiliates required to be paid or reimbursed at or prior to the Effective Date pursuant to the Fee Letter, dated as of April 28, 2016 by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with the Credit Agreement and this Amendment shall have been paid in full. (f) All other documents and legal matters in connection with the transactions contemplated by this Amendment a customary borrowing notice shall have been delivered to the Administrative Agent; (vi) each other condition precedent set forth in Annex I hereto shall have been satisfied (or executed or recorded, as required waived by Agenteach party hereto that is not the Borrower). The Incremental Arrangers shall promptly notify the Borrower and the Lenders of the Eighth Amendment Effective Date.

Effectiveness of this Amendment. The following conditions This Amendment shall have been satisfied, as determined by Agent, before this Amendment is become effective at the time and on the date (the date of such effectiveness, the “Ninth Amendment Effective Date”):) upon which the following conditions precedent are satisfied: (ai) Agent shall have received this Amendment, fully executed by each Credit Party, Agent and each Lender. (b) the Administrative Agent shall have received a closing certificate signed by an Authorized Officer duly executed counterpart signature page of each Credit Party dated as of this Amendment from the Effective Date stating that Borrower, each of the representations other Loan Parties and warranties set forth in Section 3 of this Amendment are true and correct on such date.each Incremental B-2021 Term Lender; (cii) the Administrative Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause. (d) The Parent Guarantor shall have paid to the Agent for the account of each Lender party hereto, a consent fee equal to 0.50% of such Lender’s Commitment as of the date hereof (after giving effect to the effectiveness of this Amendment and the revised Schedule 1.2(a) of the Credit Agreement). (e) All fees and expenses of the Agent and its affiliates required to be paid or reimbursed at or prior to the Effective Date pursuant to the Fee Letter, dated as of April 28, 2016 by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses executed legal opinion of ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP LLP, special counsel to the Loan Parties, in connection a form reasonably acceptable to the Administrative Agent; (iii) the Administrative Agent shall have received a solvency certificate executed by a senior financial officer of the Borrower in substantially the form of Exhibit B; (iv) the Administrative Agent shall have received: (a) a copy of the resolutions or equivalent action, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of each Loan Party authorizing, the execution, delivery and performance of this Agreement, certified by the secretary, an assistant secretary or other authorized representatives of such Loan Party as of the Ninth Amendment Effective Date, which certificate shall be in a form reasonably satisfactory to the Administrative Agent and shall state that the resolutions or other action thereby certified have not been amended, modified (except as any later such resolution or other action may modify any earlier such resolution or other action), revoked or rescinded and are in full force and effect; (b) a certificate of each Loan Party, dated as of the Ninth Amendment Effective Date, as to the incumbency and signature of the officers or other authorized signatories of such Loan Party executing this Amendment executed by a Responsible Officer or other authorized representative and the secretary, any assistant secretary or another authorized representative of such Loan Party; (c) copies of the certificate or articles of incorporation and by-laws (or other similar governing documents serving the same purpose) of each Loan Party, certified as of the Ninth Amendment Effective Date as complete and correct copies thereof by the secretary, an assistant secretary or other authorized representative of such Loan Party; and (d) a certificate executed by a senior financial officer of the Borrower, certifying compliance with the financial test set forth in clause (i) of the definition of “Maximum Incremental Facilities Amount” in the Credit Agreement and this Amendment shall have been paid in full.Agreement; (fv) All other documents and legal matters in connection with the transactions contemplated by this Amendment a customary borrowing notice shall have been delivered or executed or recorded, to the Administrative Agent; (vi) the Incremental B-2021 Term Lenders shall have received at least three business days prior to the Ninth Amendment Effective Date all documentation and other information about the Borrower and the other Loan Parties as has been reasonably requested in writing at least ten business days prior to the Ninth Amendment Effective Date by such Incremental B-2021 Term Lenders that they reasonably determine is required by Agentregulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and 31 C.F.R. §1010.230; (vii) all fees required to be paid on the Ninth Amendment Effective Date pursuant to that certain Engagement Letter among the Borrower and the Incremental Arrangers and reasonable out-of-pocket expenses required to be paid on the Ninth Amendment Effective Date pursuant to such Engagement Letter, to the extent invoiced at least three business days prior to the Ninth Amendment Effective Date (or such later date as the Borrower may reasonably agree) shall, upon the initial borrowing of Incremental B-2021 Term Loans, have been paid (which amounts may be offset against the proceeds of the Incremental B-2021 Term Loans); and (viii) substantially concurrently with the making of the Incremental B-2021 Term Loans, the Borrower shall use all of the Net Cash Proceeds thereof to (i) prepay a portion of the Initial Term Loans then outstanding and (ii) pay accrued and unpaid interest on such Initial Term Loans. The Incremental Arrangers shall promptly notify the Borrower and the Lenders of the Ninth Amendment Effective Date.

Effectiveness of this Amendment. The following conditions This Amendment shall have been satisfied, as determined by Agent, before this Amendment is be effective upon the satisfaction (or waiver) of the date of such effectiveness, the “Effective Date”):following: (a) Agent this Amendment is signed by the Borrower, the Required Lenders and each such party shall have received this Amendment, delivered their fully executed by each signature pages hereto to Credit PartySuisse Securities (USA), Agent and each Lender.LLC, as sole lead arranger of this Amendment (in such capacity, the “Second Amendment Arranger”); (b) Agent the Second Amendment Arranger shall have received payment of a closing certificate signed by an Authorized Officer consent fee on behalf of each Credit Party dated as of the Effective Date stating that each of the representations and warranties set forth in Section 3 of Lender consenting to this Amendment are true in an amount equal to 0.20% of such consenting Lender’s Loans and correct Revolving Obligations on such date.the Second Amendment Effective Date; (c) Agent on the Second Amendment Effective Date, the Borrower shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying paid (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organizationSecond Amendment Arranger all invoiced reasonable costs, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause. (d) The Parent Guarantor shall have paid to the Agent for the account of each Lender party hereto, a consent fee equal to 0.50% of such Lender’s Commitment as of the date hereof (after giving effect to the effectiveness of this Amendment and the revised Schedule 1.2(a) of the Credit Agreement). (e) All fees and out-of-pocket expenses of the Agent and its affiliates required to be paid or reimbursed at or prior to the Effective Date pursuant to the Fee Letter(including, dated as of April 28without limitation, 2016 by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all reasonable legal fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with LLP, counsel to the Second Amendment Arranger) and other compensation payable to the Second Amendment Arranger pursuant to separate agreements entered into between the Borrower and the Second Amendment Arranger and (ii) to the Administrative Agent all invoiced reasonable costs, fees and out-of-pocket expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent pursuant to the Credit Agreement Agreement; and (d) on the Second Amendment Effective Date and immediately after giving effect to this Amendment (x) there shall exist no Default or Event of Default and (ii) all representations and warranties contained in Section 4 of this Amendment shall have been paid be true and correct in full. all material respects (fit being understood and agreed that (x) All other documents any representation and legal matters warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in connection with all respects and (y) 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 (or all respects, as the transactions contemplated by this case may be) only as of such specified date). This Amendment shall have been delivered or executed or recorded, as required by Agentbe deemed to be effective on the date (the “Second Amendment Effective Date”) on which each of the foregoing conditions is satisfied.

Effectiveness of this Amendment. The following conditions This Amendment shall have been satisfied, as determined by Agent, before this Amendment is be effective upon the satisfaction (or waiver) of the date of such effectiveness, the “Effective Date”):following: (a) Agent this Amendment is signed by the Borrower, the other Credit Parties party hereto, the Required Lenders, each Lender holding an Initial Term Loan and the Supermajority Revolving Lenders (only for the purposes of the effectiveness of Section 2(j)) and each such party shall have received this Amendment, delivered their fully executed by each signature pages hereto to Credit PartySuisse Securities (USA), Agent and each Lender.LLC, as sole lead arranger of this Amendment (in such capacity, the “First Amendment Arranger”); (b) Agent on the First Amendment Effective Date, the Borrower shall have received a closing certificate signed by an Authorized Officer of each Credit Party dated as of paid to the Effective Date stating that each of First Amendment Arranger all invoiced reasonable costs, fees and out-of-pocket expenses (including, without limitation, reasonable legal fees and expenses) and other compensation payable to the representations First Amendment Arranger pursuant to separate agreements entered into between the Borrower and warranties set forth in Section 3 of this the First Amendment are true and correct on such date.Arranger; and (c) Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of on the First Amendment Effective Date certifying and immediately after giving effect to this Amendment (ix) to the effect there shall exist no Default or Event of Default and (ii) all representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects (it being understood and agreed that (Ax) attached thereto any representation and warranty that is a qualified by materiality or Material Adverse Effect shall be required to be true and complete copy of the Organizational Documents of such Credit Party certified correct in all respects and (y) any representation or warranty which by its terms is made as of a recent specified date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a shall be required to be true and complete copy of resolutions duly adopted by the board of directors, board of managers correct in all material respects (or memberall respects, as the case may be, ) only as of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans specified date). This Amendment shall be deemed to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent be effective on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and date (Cthe “First Amendment Effective Date”) attached thereto is a true and complete copy on which each of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clauseforegoing conditions is satisfied. (d) The Parent Guarantor shall have paid to the Agent for the account of each Lender party hereto, a consent fee equal to 0.50% of such Lender’s Commitment as of the date hereof (after giving effect to the effectiveness of this Amendment and the revised Schedule 1.2(a) of the Credit Agreement). (e) All fees and expenses of the Agent and its affiliates required to be paid or reimbursed at or prior to the Effective Date pursuant to the Fee Letter, dated as of April 28, 2016 by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with the Credit Agreement and this Amendment shall have been paid in full. (f) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded, as required by Agent.

Effectiveness of this Amendment. The This Amendment Agreement and the Amended WC Term Credit Agreement shall become effective as of the date (the “Second Restatement Effective Date”) on which each of the following conditions shall have been satisfied, as determined by Agent, before this Amendment is effective (the date of such effectiveness, the “Effective Date”):satisfied or waived: (a) the Administrative Agent shall have received this Amendmentfrom Ultimate Parent, fully executed by Intermediate Parent, the Borrowers and each Credit other Loan Party, the Lenders constituting at least the Required Lenders under the Existing WC Term Credit Agreement and the Administrative Agent and each Lender.(i) a counterpart of this Amendment Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include transmission by facsimile or other electronic imaging (e.g., a “pdf” or “tif”) of a signed signature page of this Amendment Agreement) that such party has signed a counterpart of this Amendment Agreement; (b) the Administrative Agent shall have received a closing certificate signed certificate, dated the Second Restatement Effective Date and executed by an Authorized a Responsible Officer of each Credit Party dated as of Ultimate Parent, confirming the Effective Date stating that each accuracy of the representations and warranties set forth in Section 3 of this Amendment are true and correct on such date.hereof; and (c) Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organizationAdministrative Agent, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause. (d) The Parent Guarantor shall have paid to the Agent for the account of each Lender party hereto, a consent fee equal to 0.50% and each of such Lender’s Commitment as of the date hereof (after giving effect to the effectiveness of this Amendment and the revised Schedule 1.2(a) of the Credit Agreement)▇. (e) All fees and expenses of the Agent and its affiliates required to be paid or reimbursed at or prior to the Effective Date pursuant to the Fee Letter, dated as of April 28, 2016 by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses of ▇. ▇▇▇▇▇▇ ▇Securities LLC, Mizuho Bank, Ltd. and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Fargo Securities, LLC (collectively, the “Amendment Lead Arrangers”) shall have received, in immediately available funds, all fees and other amounts due and payable on or prior to the Second Restatement Effective Date in connection with this Amendment Agreement, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under the Existing WC Term Credit Agreement or as separately agreed by Ultimate Parent and this the Amendment Lead Arrangers. The Administrative Agent shall have been paid promptly notify, in fullwriting, Ultimate Parent and the Lenders of the Second Restatement Effective Date, and such notice shall be conclusive and binding. (f) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded, as required by Agent.

Effectiveness of this Amendment. The following conditions This Amendment shall have been satisfied, as determined by Agent, before this Amendment is be effective (only if and when: 4.1 the date of such effectiveness, the “Effective Date”): (a) Administrative Agent shall have received on behalf of the Lenders, this Amendment, fully duly executed and delivered by the Borrower, the Administrative Agent, the Requisite Lenders (or the duly executed and delivered written consent thereof), and the Subsidiary Guarantors; 4.2 Borrower and each Credit Partyof the other Loan Parties shall have received all material governmental and third-party approvals and consents (including from Gaming Authorities) required in connection with this Amendment and the transactions contemplated hereby (if any), each of which shall be in form and substance satisfactory to the Administrative Agent and each Lender.in full force and effect, and with respect to which all applicable waiting periods related thereto shall have expired without any action being taken by any applicable authority; (b) 4.3 Administrative Agent shall have received from each Loan Party party to an Existing Mortgage, a closing certificate signed by an Authorized Officer fully executed and notarized confirmation of each Credit Party dated as of the Effective Date stating that such Existing Mortgage, in form and substance satisfactory to Administrative Agent in proper form for recording in all appropriate places in all applicable jurisdictions; 4.4 each of the representations and warranties set forth contained in Section 3 of this Amendment are shall be true and correct on such date.in all material respects; and (c) Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause. (d) The Parent Guarantor 4.5 Borrower shall have paid to the Administrative Agent (i) an amendment fee in immediately available funds, for the account of each Requisite Lender party heretothat has delivered its executed signature page to this Amendment, a consent fee in an amount equal to 0.500.10% of the sum of the principal amount of such Requisite Lender’s Commitment as of outstanding Loans and Revolving Loan Commitments (such amounts to be determined on the date hereof Fifth Amendment Effective Date) and (after giving effect ii) all other fees earned and reasonable expenses incurred by the Administrative Agent in connection with this Amendment, including, to the effectiveness extent invoiced on or before the Fifth Amendment Effective Date, reimbursement or other payment of this Amendment and the revised Schedule 1.2(a) of the Credit Agreement). (e) All fees and all reasonable out-of-pocket expenses of the Agent and its affiliates required to be reimbursed or paid or reimbursed at or prior to the Effective Date pursuant to the Fee Letter, dated as of April 28, 2016 by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with the Credit Agreement and this Borrower. This Amendment shall have been paid in fullbe deemed to be effective on the date (the “Fifth Amendment Effective Date”) on which each of the foregoing conditions are satisfied. (f) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded, as required by Agent.

Effectiveness of this Amendment. The following conditions shall have been satisfied, as determined by Agent, before this Amendment is effective (the date of such effectiveness, the “Effective Date”): (a) Agent shall have received this Amendment, fully executed by each Credit Party, Agent and each LenderLenders constituting Required Lenders. (b) Agent shall have received a closing certificate signed by an Authorized Officer of each Credit Party dated as of the Effective Date stating that each of the representations and warranties set forth in Section 3 of this Amendment are true and correct on such date. (c) Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause. (d) The Parent Guarantor shall have paid to the Agent for the account of each Applicable Lender party hereto(as defined below), a consent fee equal to 0.500.15% of such Applicable Lender’s Commitment as of the date hereof (after giving effect hereof. “Applicable Lender” shall mean each Lender that has executed and delivered to the effectiveness of Agent its signature page to this Amendment and the revised Schedule 1.2(a) of the Credit Agreement). (e) All fees and expenses of the Agent and its affiliates required to be paid or reimbursed at or prior to 5:00 p.m., New York City time, on 12:00 noon, March 1, 2016 or such later date and time specified by the Effective Date pursuant Parent Guarantor and notified in writing to the Fee Letter, dated as of April 28, 2016 Lenders by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with the Credit Agreement and this Amendment shall have been paid in full. (f) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded, as required by Agent.

Effectiveness of this Amendment. The This Amendment Agreement and the Amended Actavis Term Credit Agreement shall become effective as of the date (the “Third Restatement Effective Date”) on which each of the following conditions shall have been satisfied, as determined by Agent, before this Amendment is effective (the date of such effectiveness, the “Effective Date”):satisfied or waived: (a) the Administrative Agent shall have received this Amendmentfrom Ultimate Parent, fully executed by Intermediate Parent, the Borrower and each Credit other Loan Party, the Lenders constituting at least the Required Lenders under the Existing Actavis Term Credit Agreement and the Administrative Agent and each Lender.(i) a counterpart of this Amendment Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include transmission by facsimile or other electronic imaging (e.g., a “pdf” or “tif”) of a signed signature page of this Amendment Agreement) that such party has signed a counterpart of this Amendment Agreement; (b) the Administrative Agent shall have received a closing certificate signed certificate, dated the Third Restatement Effective Date and executed by an Authorized a Responsible Officer of each Credit Party dated as of Ultimate Parent, confirming the Effective Date stating that each accuracy of the representations and warranties set forth in Section 3 of this Amendment are true and correct on such date.hereof; and (c) Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organizationAdministrative Agent, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause. (d) The Parent Guarantor shall have paid to the Agent for the account of each Lender party hereto, a consent fee equal to 0.50% and each of such Lender’s Commitment as of the date hereof (after giving effect to the effectiveness of this Amendment and the revised Schedule 1.2(a) of the Credit Agreement)▇. (e) All fees and expenses of the Agent and its affiliates required to be paid or reimbursed at or prior to the Effective Date pursuant to the Fee Letter, dated as of April 28, 2016 by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses of ▇. ▇▇▇▇▇▇ ▇Securities LLC, Mizuho Bank, Ltd. and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Fargo Securities, LLC (collectively, the “Amendment Lead Arrangers”) shall have received, in immediately available funds, all fees and other amounts due and payable on or prior to the Third Restatement Effective Date in connection with this Amendment Agreement, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under the Existing Actavis Term Credit Agreement or as separately agreed by Ultimate Parent and this the Amendment Lead Arrangers. The Administrative Agent shall have been paid promptly notify, in fullwriting, Ultimate Parent and the Lenders of the Third Restatement Effective Date, and such notice shall be conclusive and binding. (f) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded, as required by Agent.

Effectiveness of this Amendment. The This Amendment shall be effective only if and when all of the following conditions shall have been satisfied, as determined by Agent, before this Amendment is effective satisfied (the date of such effectivenessdate, the “Effective Date”): (a) this Amendment is signed by the Borrower, the Administrative Agent for itself on behalf of the respective Required Lenders (and the Administrative Agent shall have received written direction by the Required Lenders under Revolving Credit Agreement to execute this Amendment on their behalf), and the Subsidiary Guarantors identified on the signature pages hereof, and Borrower and such Subsidiary Guarantors shall have delivered their fully executed signature pages hereto to the Administrative Agent; (b) each of the representations and warranties contained in Section 3 of this Amendment shall be true and correct in all respects and, in furtherance thereof, the Borrower shall have received all necessary approvals and/or consents from the Governmental Authorities, if any, in form and substance reasonably satisfactory to the Administrative Agent for the execution and delivery of this Amendment and the performance of the obligations of the Borrower under or in respect of this Amendment; (c) the Administrative Agent shall have received this Amendment and each other document required to be executed by the Borrower under this Amendment, fully if any (the “Amendment Documents”), each dated as of the Effective Date, in each case executed and delivered by each Credit Partya duly authorized officer of Borrower, Agent in form and each Lender.substance reasonably satisfactory to the Administrative Agent; (bd) the Administrative Agent shall have received a closing an Effective Date certificate signed by an Authorized Officer of each Credit Party dated as of the Effective Date stating that each and signed by a Financial Officer or other authorized officer of the representations Borrower in form and warranties set forth in Section 3 of this Amendment are true and correct on such date.substance reasonably satisfactory to the Administrative Agent; and (ce) the Lenders and the Administrative Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause. (d) The Parent Guarantor shall have paid to the Agent for the account of each Lender party hereto, a consent fee equal to 0.50% of such Lender’s Commitment as of the date hereof (after giving effect to the effectiveness of this Amendment and the revised Schedule 1.2(a) of the Credit Agreement). (e) All all fees and expenses of the Agent and its affiliates required to be paid hereunder, under the Revolving Credit Agreement or reimbursed at under any engagement or prior fee letter entered into by such party and the Borrower for which invoices have been presented, before the Effective Date. Notwithstanding anything to the contrary herein, in the event that the Effective Date pursuant to the Fee Letterdoes not occur on or before 5:00 p.m. EST on December 7, dated as of April 282017, 2016 by and among the Parent Guarantor, the Agent and PNC Capital Markets LLC shall have been paid in full, and all fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in connection with the Credit Agreement and this Amendment shall have been paid in fullbe null and void and of no further force or effect. (f) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded, as required by Agent.